Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4837)
February 13, 2024
(Commencement date of measures for electronic provision: February 6, 2024)
To Shareholders with Voting Rights:
Kinichi Shida
Chairman and President
SHiDAX CORPORATION
6-3, Chofugaoka 3-chome, Chofu City,Tokyo

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of an Extraordinary General Meeting of Shareholders of SHiDAXCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
The Company has taken measures for electronic provision for the convocation of this Extraordinary
General Meeting of Shareholders, and the matters subject to measures for electronic provision are posted as“NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS” on the Company’s
website and the Tokyo Stock Exchange (TSE) website on the Internet. Please access either of the following
websites and check the information.
Company’s website https://www.shidax.co.jp/ir/stock/meeting/
TSE website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*In order to review the information on the TSE website, please enter the issue name (SHiDAX) or thestock exchange code (4837), search, and select “Basic information” and then “Documents for public
inspection/PR information” on the TSE website above.
If you do not attend the meeting, you can exercise your voting rights in advance via the Internet or inwriting (by postal mail). Please review the Reference Documents for the General Meeting of
Shareholders included in the matters subject to measures for electronic provision and exercise yourvoting rights no later than 6:00 p.m. on Tuesday, February 27, 2024, Japan time.
1. Date and Time:
2. Place:

Wednesday, February 28, 2024 at 10:00 a.m. Japan time (Reception starts at
9:30 a.m.) *Please note that the reception starting time has changed.
SHiDAX Culture Hall, 8F of SHiDAX Culture Village located at12-10, Jinnan 1-chome, Shibuya-ku, Tokyo, Japan

3. Meeting Agenda:
Proposals to be resolved:
Share Consolidation
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2: Please submit the enclosed Voting Rights Exercise Form at the reception desk of the venue on the day ofthe meeting.
 Should the matters subject to measures for electronic provision require revisions, such revisions, as well as-1-the original and revised versions, will be posted on the Company’s website and the TSE website statedabove.
 Please understand that no souvenirs will be handed out at the Extraordinary General Meeting of
Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Share Consolidation

In response to the result of the tender offer implemented by SHIDA Holdings Corporation (the “Tender
Offeror”) for the common shares of the Company (the “Company Shares”), this proposal requests theapproval for a share consolidation with a consolidation ratio of 10,200,000 shares to one (1) (the “Share
Consolidation”) in order to make the Tender Offeror the exclusive shareholder of the Company, at theeffective date of March 21, 2024.
1.

Reasons for the Share Consolidation
As stated in “Notice concerning MBO implemented by SHIDA Holdings Corporation andrecommendation of accepting the offer” (the “Press Release of the Position Statement”) announced by
the Company on November 10, 2023, the Tender Offeror implemented the tender offer for theCompany Shares (the “Tender Offer”), setting 30 business days from November 13, 2023 to
December 25, 2023 as the period for the purchases (the “Tender Offer Period”), as part of the seriesof transactions (the “Transactions”) conducted with the purpose of making the Tender Offeror the
exclusive shareholder of the Company and privatizing the Company Shares.
As a result of the Tender Offer, the Tender Offeror owns 44,617,157 shares (ownership ratio (Note1): 81.43%) of the Company Shares, as of January 5, 2024, the settlement commencement date of theTender Offer.
(Note 1) “Ownership ratio” means the percentage owned (rounded off to the second decimal place,the same shall apply hereinafter in ownership ratio calculations) of the difference(54,792,661 shares) between the total number of issued shares of the Company as of
September 30, 2023 (55,722,121 shares), as stated in the “Consolidated Financial Results for
the Six Months Ended September 30, 2023 (Japanese GAAP)” announced by the Company
on November 10, 2023, and the number of treasury shares held by the Company as of
September 30, 2023 (929,460 shares).
As stated in the Press Release of the Position Statement, we received a letter of intent dated August
18, 2023 submitted by the Tender Offeror and Oisix ra daichi Inc. (“Oisix”), which stated that they
were considering implementing transactions aimed at privatizing the Company, and that concrete
structures were under consideration, We also received another letter of intent (the “Letter of Intent”)
dated August 29, 2023, which stated that they were considering implementing the Transactions. As aresult, we worked to ensure fairness of the price per Company Share for bid, etc. at the Tender Offer(the “Tender Offer Price”) and fairness of the Transactions including the Tender Offer, as describedin “(4) Measures to ensure fairness of the Transactions and measures to avoid conflicts of interest” in“3. Matters concerning adequacy of provisions on the consolidation ratio” below. Accordingly, in the
middle of August, 2023, we elected AGS Consulting Co., Ltd. (“AGS Consulting”) as a financial
advisor and a third-party calculation agent, independent of Mr. Kinichi Shida, Mr. Tsutomu Shida,and the Tender Offeror (collectively referred to as the “Tender Offerors”), Oisix, and the Company,
and Mori Hamada & Matsumoto as a legal advisor independent of the Tender Offerors, Oisix, and theCompany, respectively. From the middle of the same month, based on the legal advice received from
Mori Hamada & Matsumoto on the processes, manners, and other important matters regarding
decision-making on the Transactions, the Company also began to put in place systems to enable
deliberation, negotiations, and decision-making related to the Transactions from the perspective ofenhancing the corporate value of the Company and securing the interests of general shareholders of
the Company, standing independent of the Tender Offerors and Oisix. In addition, at a meeting of theBoard of Directors held on August 30, 2023, the Company resolved to elect AGS Consulting as afinancial advisor and third-party calculation agent, and Mori Hamada & Matsumoto as a legal advisor,
respectively, subject to the approval by the Special Committee mentioned below.
Furthermore, the Transactions fall under a management buyout (MBO) (Note 2), as they shall be
implemented by the Tender Offeror, all of the shares of which are owned by Mr. Kinichi Shida,
Representative Director of the Company; Mr. Tsutomu Shida, Director of the Company, theirrelatives, and SDI Corporation (“SDI”). Therefore, the Company, deciding that it was necessary to-3-

address issues of structural conflicts of interest, established a special committee (the “Special
Committee;” please refer to “i) Establishment of the independent Special Committee of the Company
and obtaining reports” in “(4) Measures to ensure fairness of the Transactions and measures to avoid
conflicts of interest” in “3. Matters concerning adequacy of provisions on the consolidation ratio”
below regarding the structure and specific activities of the Special Committee) under the resolution of
the meeting of the Board of Directors of the Company held on August 30, 2023, in order to ensure
fairness across the entire process of negotiating and making decisions on the pros and cons of theTransactions, and adequacy of the terms and conditions thereof, from the perspective of enhancing
corporate value and protecting the interests of our general shareholders. On August 30, 2023, theSpecial Committee approved to elect AGS Consulting as a financial advisor and third-party
calculation agent, and Mori Hamada & Matsumoto as a legal advisor, for the Company respectively,
after confirming that no problems were found regarding their independence from the Tender Offerors,
Oisix, the Company and the Transactions, and their expertise.
(Note 2) “Management buyout (MBO)” means transactions in which a tender offeror comprises ofofficers of an offeree company, or a tender offeror makes a tender offer at the request of
officers of an offeree company, sharing common interests with the officers of the offereecompany.
Besides this, the Company considered the purposes and the terms and conditions of theTransactions described in the Letter of Intent, any impacts of the Transactions on the Company,
management policies after the Transactions, and the recent stock price trends, having several
consultations and negotiations between the Tender Offeror and the Company, under instructions andother substantial involvements of the Special Committee.
Specifically, after the Tender Offeror proposed the Tender Offer Price of 699 yen to the Company
on October 2, 2023, the Special Committee considered the proposed price insufficient in view of ourcorporate value and the interests of the shareholders, on the basis of premium rates, etc. in similarcases announced in the past, and a resulting equity value of the Company Shares estimated by AGS
Consulting, a third-party calculation agent of the Company. Accordingly, the Special Committee
requested the Tender Offeror to reconsider the Tender Offer Price on October 5, 2023. In response tothis, although the Tender Offeror proposed a Tender Offer Price of 740 yen to the Company on
October 17, 2023, the Special Committee requested the Tender Offeror to reconsider such proposal on
October 19, 2023 for the same reasons. In response to this, the Tender Offeror proposed a Tender
Offer Price of 770 yen to the Company on October 24, 2023, but the Special Committee requested theTender Offeror once again reconsider such proposal on October 26, 2023 for the same reasons. In
response to this, the Tender Offeror proposed a Tender Offer Price of 790 yen to the Company on
October 31, 2023, but such proposal was still considered insufficient in view of our corporate value
and the interests of shareholders. Therefore, on November 2, 2023, the Special Committee requested a
Tender Offer Price of 824 yen, again confirming the intent regarding the possibility of establishingmajority-of-minority authorization. In response to this, the Tender Offeror proposed a Tender Offer
Price of 800 yen to the Company on November 6, 2023. Along with this, the Tender Offeror repliedthat the Tender Offeror did not consider establishing majority-of-minority authorization, because
doing so would make a successful completion of the Tender Offer unstable with a high probability of
impairing the interests of the minority shareholders who would like to accept the Tender Offer,considering the importance of implementing the Transactions earlier, volatility of the stock price of
the Company, and possession status of the Company Shares of the founders (collectively, the Tender
Offerors, Mr. Shojiro Shida, Ms. Tomiji Shida, Ms. Miyuki Shida, Mr. Yuma Shida, Ms. Arisa
Nagaki, Ms. Emiri Shida, SHIDA Safety Service Corporation, SDI, and SIX Corporation) and Oisix.
Another reason was that ensuring fairness of the Transactions while considering the interests ofminority shareholders would be feasible by taking sufficient measures to ensure fairness by theCompany, without establishing majority of minority authorization. However, on November 8, 2023,
the Special Committee again requested the Tender Offeror to set the Tender Offer Price at 824 yen,from the perspective of full consideration for the general shareholders who own the Company Shares,
though understanding that the Tender Offer had given some consideration to the interests of generalshareholders with the proposed price of 800 yen for the Tender Offer Price.
Afterward, on November 9, 2023, the Tender Offeror proposed a Tender Offer Price of 800 yen to
the Company again, after considering that the proposed price of 800 yen was the best price in view ofcomprehensive factors including the current and medium-to-long term prices of the Company Shares,in addition to the results of due diligence carried out against the Company. As a result, the Tender
Offeror and the Company reached a substantive agreement on the Tender Offer Price on the same-4-

date.
Furthermore, the Company took necessary legal advice from Mori Hamada & Matsumoto, a legal
advisor, on manners, processes and other important matters of decision-making of the Board of
Directors of the Company, including procedures for the Transactions. Along with this, the Company
took advice from a financial perspective, and received a calculation report of the equity value (the“Calculation Report”) on the resulting equity value of the Company Shares as of November 9, 2023,
from AGS Consulting, a financial advisor and third-party calculation agent. Besides this, the Board of
Directors of the Company received a report (the “Report”) dated November 10, 2023, submitted by
the Special Committee (please refer to “i) Establishment of the independent Special Committee of theCompany and obtaining reports” in “(4) Measures to ensure fairness of the Transactions and measures
to avoid conflicts of interest” in “3. Matters concerning adequacy of provisions on the consolidation
ratio” below regarding the outline of the Report). Based on the Report, the Company carefully madeconsultations and considerations from the perspective of the feasibility of enhancing corporate value
through the Transactions, as well as of the adequacy of the terms and conditions of the Transactions,
including the Tender Offer Price.
As a result, the Board of Directors of the Company came to the conclusion that the Transactions
will contribute to the enhancement of the Group’s corporate value, in light of the following matters.
(a) Increase in efficiency and expansion of business through strengthened cooperation with Oisix
・ While the Group operates in the business areas of BtoB (Business to Business), such as
hospitals, nursery schools, and offices, and BtoP (Business to Public), such as after-school
childcare, public school lunches, and libraries, Oisix group operates mainly in the businessareas of BtoC (Business to Consumer). For the Group to further expand the scope of its
business operations, we had considered it necessary to build a business model in which wewould have direct connections with consumers in the form of BtoBtoC and BtoPtoC, finding
high affinity with Oisix group, which has strengths in BtoC areas, backed by its IT
technologies. Collaboration is practical in know-how in sales and marketing, and networks ofbusiness connections, developed in BtoB and BtoP by the Company, and BtoC by Oisix
respectively. It also becomes practical to make active and efficient investments in humanresources with consistent interests of both companies, by utilizing each other’s humanresources to align our overall policies. As a result, we consider it possible to accelerate ourgrowth.
・ For DX (digital transformation), we are proceeding with collaborations between a subsidiaryof Oisix for systems and a system-related department of the Company. After the Company
goes private, the Company and Oisix will merge with the aim of mutually leveraging
know-how and sharing systems to achieve higher operational efficiency and reduce costs. As aresult, we consider it possible to achieve higher margin operations.
・ In the food services business (“Food-related Business”), in the provision of Oisix’s meal kits
and ready-made meals that we are currently working on, we believe we can aim to further
improve productivity and added value by expanding the scope of operations and refining
initiatives in this space. Specifically, introducing the meal kits to school lunches for nurseryschools and kindergartens will boost the productivity of employees at these facilities and also
promote food and nutrition education. Utilizing these meal kits and ready-made meals in
hospitals, elderly care facilities, and offices will also help improve the productivity of
employees.
・ In the social services business, mutually utilizing the know-how on food waste issues and foodand nutrition education that the Company and Oisix have gained in the school lunch area will
help strengthen proposal capabilities, thus enhancing the ability to win contracts in the school
lunch business. The Company and Oisix will provide meals for after-school childcare. Also,
we consider it possible to generate synergies such as cross-selling with Oisix’s mobile
supermarket business for people living in food deserts, with the aim of further revitalizing
municipalities and roadside stations, which are the customers of the Company.
(b) In the current capital relationship with Oisix, we are developing a collaboration business modelin which we utilize Oisix’s meal kits in nursery school lunches. Specifically, from April 2023 westarted test marketing at nursery facilities we had newly concluded meal preparation outsourcing
contracts with. Going forward, we plan to develop a model in which we utilize commercial meal-5-

kits at nursery facilities and increase the number of client facilities. In addition to this, we havebeen accelerating our understanding of the characteristics of facilities including hospitals andelderly care facilities, through study sessions and consultations between departments of bothcompanies ahead of this collaboration. We are also preparing to expand into the service
provision market with the aim of making an early entry into school lunch markets other thannursery schools. In this way, the collaboration is proceeding steadily. However, in the caseassuming that the stock of the Company remains listed, there are concerns about structural
conflicts of interest among Oisix and shareholders other than Oisix over transactions between the
Company and Oisix, and mutual utilization of customer and operating bases, which requires us
to execute decision-making in consideration of such minority shareholders. This might result insome restrictions on the above transactions, preventing synergy benefits from emerging at afaster pace.
(c) Considering that discussions regarding collaboration between the Company and Oisix have been
focused on the Food-related Business, other ways, such as Oisix’s acquisition of a subsidiary
related to the Food-related Business have been considered as possible alternatives to theTransactions. However, in those cases, we cannot generate synergies in business other than the
Food-related Business. In addition, there are some overlapping business areas among the corebusinesses of the Company, the Food-related Business, the vehicle operation services businessand the social services business, which work in cooperation with each other. Also, in view oflosing synergy benefits as a result of such collaboration, we have concluded that theTransactions will contribute more to enhancing our corporate value over the medium to longterm.
(d) Disadvantages associated with going private mainly involve losing advantages that we enjoyed
as a listed company, including losing opportunities for fund-raising in capital markets throughequity financing, lower external creditworthiness, and difficulties in recruitment. However,considering the recent low-interest rate environment for indirect finance, the solid financial
foundation developed through the past reforms of the Company, and the transition to asset-lightbusiness models that require no large capital investment, there is less of a necessity to fund-raisethrough equity financing. Also, we recognize that we have already secured brand power to someextent through past business activities, and concerns about lower external creditworthiness arelimited. In terms of human capital, the Company remains a member of Oisix group, a listedcompany, and the Transactions even have the potential to have more of a positive effect on
securing human resources, including recruitment activities. Therefore, disadvantages are limited,
and there are more advantages to going private when considering personnel and financial costs.
Additionally, the Board of Directors of the Company has determined that the Tender Offer Price of
800 yen contributes to the common interests of shareholders of the Company, as described in “(3)Matters concerning the amount of money expected to be delivered to shareholders after handlingfractions and adequacy of the amount” in “3. Matters concerning adequacy of provisions on the
consolidation ratio” below, and that the Tender Offer provides shareholders of the Company areasonable opportunity to sell stock.
As described above, the Company has determined that the Transactions will contribute to theenhancement of our corporate value, and that the terms and conditions of the Transactions, including
the Tender Offer Price, will contribute to the common interests of shareholders, including generalshareholders. Accordingly, at the meeting of the Board of Directors held on November 10, 2023, theCompany resolved to state its opinion to approve of the Tender Offer and recommend accepting theTender Offer for shareholders of the Company.
For details about the resolution of the Board of Directors of the Company, please refer to “v)Approval from all Directors who do not have a stake in the Company and opinion of no objection
from all Audit & Supervisory Board Members” in “(4) Measures to ensure fairness of theTransactions and measures to avoid conflicts of interest” in “3. Matters concerning adequacy ofprovisions on the consolidation ratio.”
Afterward, as described above, the Tender Offer was successfully completed, but the Tender
Offeror could not acquire all of the Company Shares (the Company Shares that the Tender Offeror-6-

owned, and treasury shares that the Company owned were excluded) on the Tender Offer. Therefore,
at the request of the Tender Offeror, the Company determined to submit the matter of the Share
Consolidation to the Extraordinary General Meeting of Shareholders, upon the resolution of the Boardof Directors of the Company dated January 24, 2024, subject to approval by the shareholders at theExtraordinary General Meeting of Shareholders, in order to make the Tender Offeror the exclusive
shareholder of the Company, as described in “(1) Ratio of the Share Consolidation” in “2. Descriptionof the Share Consolidation.” Additionally, as a result of the Share Consolidation, the number ofshares that the shareholders other than the Tender Offeror own is expected to be fractions of less thanone (1).
2.

Description of the Share Consolidation(1) Ratio of the Share Consolidation
The Company’s common shares will be consolidated at a ratio of 10,200,000 shares to one (1)(2) Date when the Share Consolidation comes into effect (effective date)
March 21, 2024
(3) Total number of shares authorized to be issued by the Company as of the effective date
20 shares

3.

Matters concerning the adequacy of provisions on the consolidation ratio
A ratio of the Share Consolidation is set to consolidate 10,200,000 shares of the Company Sharesto one (1). The Company has determined that the ratio of the Share Consolidation is adequate, for thereason that the Share Consolidation is intended to make the Tender Offeror the exclusive shareholderof the Company, as described in “1. Reasons for the Share Consolidation” above, and in the context ofthe following matters.
(1) If a parent company, etc. exists, matters to be given due consideration so as not to harm theinterests of shareholders of the Company other than such parent company
The Share Consolidation is to be carried out as the second procedure of a two-step acquisition
after the Tender Offer. Considering that the Tender Offer is implemented as part of thetransactions, which fall under a management buyout (MBO), and includes issues of structural
conflicts of interest, the Tender Offeror and the Company implemented the measures describedin “(4) Measures to ensure fairness of the Transactions and measures to avoid conflicts ofinterest” below, in order to ensure fairness of the Transactions, including the Tender Offer, fromthe perspective of ensuring fairness of the Tender Offer Price, excluding arbitrariness over theprocess of decision-making to determine the Tender Offer implementation, and avoiding
conflicts of interest. Among such descriptions, the measures that the Tender Offeror
implemented are based on descriptions from the Tender Offeror.
(2) If fractional shares are expected to be handled, matters concerning the means of handling thosefractionsi) Specifying the expected provision for handling fractions, in Article 234, Paragraph 2 of theCompanies Act, which will be applied mutatis mutandis pursuant to Article 235, Paragraph 1
or 2 of the same Act, and the reasons
As described in “1. Reasons for the Share Consolidation” above, as a result of the Share
Consolidation, the number of shares that the shareholders other than the Tender Offeror own is
expected to be fractions of less than one (1). For any fractional shares resulting from the Share
Consolidation, the Company will sell the number of shares equivalent to the total sum of thefractional shares (if the total sum includes a fractional share, such fractional share is to berounded off) and deliver the proceeds of that sale to the shareholders in proportion to thefractional shares attributed to the shareholders.
Regarding such sale, considering that the Share Consolidation is implemented as part of theTransactions intended to make the Tender Offeror the exclusive shareholder of the Company,
and purchasers at auction are deemed to be less likely to appear, since the Company Shares areto be delisted on March 18, 2024, turning into a share that has no market price, the Company
plans to sell the fractional shares to the Tender Offeror with the permission of the court,
according to the provisions of the Article 234, Paragraph 2 of the Companies Act (Act No. 86-7-

of 2005, including the subsequent amendment) which will be applied mutatis mutandis
pursuant to the Article 235, Paragraph 2 of the same Act.
In that case, if the Company acquires the required permission of the court as scheduled, theCompany plans to set the price for sale at a price that enables each shareholder to receive theequivalent money to the amount gained by multiplying the number of the Company Shares thatbelong to the shareholders on the last list of shareholders of the Company, as of March 20, 2024
(effectively March 19, 2024, as the date is a holiday), the date before the effective date of the
Share Consolidation (the “Base Number of Shares”), by 800 yen, the same price as the Tender
Offer Price. However, in the case that the Company cannot acquire the permission of the court,
or fractional adjustment is necessary in calculations, the actual delivered amount may differ
from the above-mentioned amount.
ii) Name of the expected purchaser of shares relating to the sale
SHIDA Holdings Corporationiii) Means of securing funds for the payment relating to the sale by the expected purchaser ofshares relating to the sale and the adequacy of such means
The Tender Offeror plans to cover the funds relating to payment for sold shares equivalent tofractions with loans from financial institutions. The Company confirmed the means of securing
funds by the Tender Offeror, by confirming contracts on loans from such financial institutions.
Additionally, according to the Tender Offeror, there has been no occurrence of events that might
affect the payment for sold shares equivalent to fractions, and the Tender Offeror does notrecognize any risk of the occurrence in the future.
Accordingly, the Company has determined the means of securing funds for payment for soldshares equivalent to fractions to be adequate.
iv) Time of the sale and the expected time of delivering the proceeds from the sale toshareholders
Around the beginning to middle of April 2024, according to the provisions of the Article 234,
Paragraph 2 of the Companies Act, which will be applied mutatis mutandis pursuant to the
Article 235, Paragraph 2 of the Companies Act, the Company plans to request permission fromthe court to sell the number of Company Shares equivalent to the total sum of the fractional
shares resulting from the Share Consolidation, and the purchase of such Company Shares by
the Tender Offeror. The time when we acquire the permission from the court may change,depending on the court’s circumstances, etc. However, the Company expects to sell such
Company Shares by the means of purchases of the Tender Offeror by around the middle ofApril to the beginning of May 2024, with the permission of the court. After this, the Company
also expects to deliver the proceeds from the sale to shareholders by around late June to the
middle of July 2024, after making necessary preparations to deliver the proceeds from the saleto the shareholders. Considering a required period from the effective date of the Share
Consolidation to completion of a series of procedures relating to the sale, the Company has
determined that the sale of the number of Company Shares equivalent to the total sum of thefractional shares resulting from the Share Consolidation, and the delivery of the proceeds fromthe sale to the shareholders are to be conducted during each period mentioned above,
respectively.
(3) Matters concerning the amount of money expected to be delivered to shareholders after handlingfractions and the adequacy of the amountFor the Share Consolidation, as described in “i) Specifying the expected provision forhandling fractions, in Article 234, Paragraph 2 of the Companies Act, which will be appliedmutatis mutandis pursuant to Article 235, Paragraph 1 or 2 of the same Act, and the reasons” in“(2) If fractional shares are expected to be handled, matters concerning the means of handlingthose fractions” above, the Company plans to deliver the equivalent money to the amount gainedby multiplying the Base Number of Shares for each shareholder, by 800 yen, the same price as
the Tender Offer Price, to the shareholders.
Considering the matters mentioned below, the Board of Directors of the Company has
determined that the Tender Offer Price and other terms and conditions of the Tender Offer willcontribute to the common interests of shareholders of the Company, and the Tender Offer
provides shareholders of the Company a reasonable opportunity to sell stock.

-8-

(a) The Tender Offer Price is within the scope between the result of a calculation based on themarket stock price method (600 to 725 yen), and the result of a calculation based on the
discounted cash flow method (the “DCF method”) (657 to 917 yen), among the calculation
results of the Company Shares by AGS Consulting that are described in “ii) Obtaining
calculation reports on the equity value from a third-party calculation agent independent of
the Company” in “(4) Measures to ensure fairness of the Transactions and measures toavoid conflicts of interest.”(b) The Company unveiled its three-year medium-term management plan, which started in thefiscal year ended March 31, 2023 (the “Medium-term Plan”), in “Announcement
concerning formulation of the medium-term management plan (Re-Growth 2025)” (onlyavailable in Japanese) dated May 16, 2022. The Company also announced the withdrawalof numerical targets from the Medium-term Plan in “Announcement concerning withdrawalof numerical targets from the medium-term management plan (Re-Growth 2025)” (onlyavailable in Japanese) dated November 10, 2023. Meanwhile, as described in “i)Establishment of the independent Special Committee of the Company and obtaining
reports” in “(4) Measures to ensure fairness of the Transactions and measures to avoid
conflicts of interest” below, the Company’s business plan for the period from the fiscal year
ending March 31, 2024 to the fiscal year ending March 31, 2026 (the “Business Plan”) wasused as a base for the equity value calculations, having been formulated by the Special
Committee under independent internal review systems, and the contents are reasonable.
Additionally, in view of differences from the Medium-term Plan, (i) the Medium-term Plan
was formulated with quite bold and challenging targets, instead of focusing on theprobability of achieving specific plans that are adequate as base to calculate the value of theCompany Shares; in addition, (ii) considering changes in circumstances from the time offormulation of the Medium-term Plan to the present, the Medium-term Plan has a much
lower probability of achievement. Also, in view of differences in the base time offormulation (updates of such base time), differences are acknowledged as reasonable inplanned figures between the Business Plan and the Medium-term Plan. For the above
reasons, the Business Plan has been determined reasonable.
(c) The Tender Offer Price includes premiums, which are added to each price in the Standard
Market of the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) as follows:
10.34% for 725 yen, the closing price of the Company Shares on November 9, 2023, thebusiness day before the announcement date of the Tender Offer; 18.34% for 676 yen, asimple average of closing prices during the past one month until November 9, 2023;
33.33% for 600 yen, a simple average of closing prices during the past three months until
November 9, 2023; and 27.39% for 628 yen, a simple average of closing prices during thepast six months until November 9, 2023, respectively. In light of averages of premium rates
in 92 cases of management buyouts (MBO) closed with tender offers, and listed
subsidiaries taken private by the parent companies, announced on or after June 28, 2019,
the date the Ministry of Economy, Trade and Industry announced “Fair M&A Guidelines”(39.9% for the stock prices on the business day before the announcement date, 42.8% forsimple averages of closing prices during the past one month until the business day before
the announcement date, 45.0% for simple averages of closing prices during the past threemonths until the business day before the announcement date, and 45.3% for simple
averages of closing prices during the past six months until the business day before theannouncement date), the Tender Offer Price may not necessarily be evaluated as being at ahigher level, in relation to the Company Shares’ latest market prices and simple average ofclosing prices during the latest one month. However, considering a markedly fluctuating
range of market prices of the Company Shares on and after the tender offer for theCompany Shares that Oisix commenced on August 30, 2022 (the “Tender Offer from
Oisix”), and the recent fluctuations of market prices of the Company Shares, considerationsof averages during longer periods are regarded as appropriate. Also, considering the Tender
Offer Price still has a certain level of premium added, even compared to the latest stock
prices in an upward phase without reflections of negative information of a lower probabilityof achieving the Medium-term Plan, it is judged that an adequate premium has been added.
(d) Regarding the Transactions, as described in “(4) Measures to ensure fairness of theTransactions and measures to avoid conflicts of interest” below, the Company takes
measures to ensure fairness of the Transactions including the Tender Offer, and measures to-9-

solve conflicts of interest. Upon determination of other terms and conditions relating to theTender Offer Price and the Tender Offer, consideration for the interests of generalshareholders of the Company is acknowledged.
(e) Before the Tender Offer Price was determined, the Company and the Tender Offeror had
several consultations and negotiations evaluated as equivalent to the consultations andnegotiations in an arm’s-length transaction, after taking measures to ensure fairness of theTransactions including the Tender Offer, and measures to solve conflicts of interest as
mentioned above. Specifically, the Special Committee held several earnest consultations
and negotiations consecutively with the Tender Offeror, taking advice on expertise, etc.
from each advisor. As a result, the price was raised substantially from the price that theTender Offeror initially proposed.
(f) As described in “i) Establishment of the independent Special Committee of the Company
and obtaining reports” in “(4) Measures to ensure fairness of the Transactions and measures
to avoid conflicts of interest” below, in the Report obtained from the Special Committee, it
was also determined that the terms and conditions of the Transactions including the Tender
Offer Price are acknowledged as being adequate.
Additionally, after the Board of Directors of the Company stated its opinion to approve theTender Offer and recommend accepting the Tender Offer for shareholders of the Company, until
as of the resolution of the Board of Directors of the Company dated January 24, 2024, to holdthe Extraordinary General Meeting of Shareholders, the Company has confirmed that there wasno significant change in the terms and conditions, the basis for our decisions on the Tender Offer
Price.
For the above reasons, the Company determines the amount of money expected to bedelivered to shareholders after handling fractions to be adequate.
(4) Measures to ensure fairness of the Transactions and measures to avoid conflicts of interesti) Establishment of the independent Special Committee of the Company and obtaining reports
At the meeting of the Board of Directors held on August 30, 2023, from the perspective ofenhancing corporate value and ensuring the interests of our general shareholders, in order toensure fairness across the board in the processes of negotiating and making decisions on thepros and cons of the Transactions, and adequacy of the terms and conditions, the Company
resolved to establish the Special Committee comprising the Tender Offerors, Oisix and three(3) committee members independent of the Company (Mr. Makoto Kawai and Mr. Masahito
Seno, External Directors of the Company; and Mr. Shoji Matsuyama, as an outside expert (acertified public accountant and certified tax accountant, a representative of MATSUYAMACPA & CPTA) (additionally, the members of the Special Committee have not been changed
since the time of establishment, and Mr. Makoto Kawai was elected as a chairperson of theSpecial Committee by mutual election). The Company elected each member of the Special
Committee for the following reasons. Mr. Makoto Kawai has extensive experience andknowledge gained through conducting research at academic institutions, etc., as well as anunderstanding of the Group’s businesses as a Director of the Company. Mr. Masahito Seno hasrich knowledge of M&A, legal affairs, governance, etc., as well as understanding of theGroup’s businesses as a Director of the Company. Mr. Shoji Matsuyama has expertise as acertified public accountant and certified tax accountant, as well as rich knowledge as a director
and auditor of other companies. Additionally, the election of these persons as members of theSpecial Committee was approved by Directors except Mr. Kinichi Shida, Representative
Director of the Company; Mr. Tsutomu Shida, Director of the Company; and Mr. Kohey
Takashima, Director of the Company, who are at risk of causing structural conflicts of interest
with the Company or our general shareholders. Also, all Audit & Supervisory Board Members
stated no objections to the above-mentioned resolution.
According to the resolution of the Board of Directors, the Company consulted the Special
Committee on the following items: (a) making considerations on the pros and cons ofapproving the Transactions by the Board of Directors of the Company (including the pros andcons of the Tender Offer for the Company Shares implemented as part of the Transactions, andrecommending that our shareholders accept the Tender Offer), and recommendations to theBoard of Directors of the Company; and (b) making considerations on whether decisions of theBoard of Directors on the Transactions would be disadvantageous to our minority shareholders,and giving opinions to the Board of Directors of the Company (collectively referred to as the- 10 -

“Consultation Items”). Additionally, when considering the Consultation Items in (a) above,
considerations and judgments shall be made i) from the perspective of contributing tocorporate value enhancement, on the pros and cons of the Transactions; and ii) from theperspective of seeking the interests of our general shareholders, on the adequacy of the terms
and conditions and the fairness of the procedures. Also, as announced in “Announcement
concerning establishment of a special committee”(only available in Japanese) dated November
22, 2022, and “(Progress of disclosed matters) announcement concerning establishment of a
special committee” (only available in Japanese) dated May 16, 2023, the Company establisheda special committee as a framework for fair consideration on collaboration in the Food-related
Business of the Group (the “Special Committee for Food Collaboration”), in November 2022.
However, the Special Committee for Food Collaboration ceased its activities in April 2023
because of lack of premises to be considered. At that time, the purpose of the Transactions was
to take the Company itself private, not only the Food-related Business, and items forconsideration in the Special Committee include the items for consideration in the Special
Committee for Food Collaboration. Therefore, the Special Committee shall double as theSpecial Committee for Food Collaboration (in other words, committee members of the Special
Committee for Food Collaboration shall be transformed into committee members of theSpecial Committee). When the Special Committee considers the Consultation Items in (a)above, if necessary, the Special Committee shall also be able to consider matters related tocollaboration with Oisix or other third parties in the Food-related Business. Additionally, sincematters for consideration in the Special Committee are not the same as matters forconsideration in the Special Committee for Food Collaboration, the committee members of theSpecial Committee were elected by appointing candidates without restricting the previous
committee members of the Special Committee for Food Collaboration. We considered thecircumstances after the Special Committee for Food Collaboration ceased its activities,
including the change in the composition of the Company’s officers according to the resolution
at the Annual General Meeting of Shareholders of the Company on June 29, 2023. As a result,
the three (3) persons described above were elected after being deemed suitable as committee
members of the Special Committee.
The Board of Directors of the Company shall make decisions on the Transactions with thegreatest respect for the judgments made by the Special Committee. If the Special Committee
deems the terms and conditions of the Transactions to be inadequate, the Board of Directors of
the Company has resolved not to approve the Transactions with such terms and conditions.
Furthermore, the Board of Directors of the Company has resolved to provide the Special
Committed with the authority related to the following matters: (i) For consideration on theConsultation Items, if necessary, the Special Committee shall elect its own advisors on
financial or legal affairs at the Company’s expense, or designate or approve advisors of theCompany on financial or legal affairs (including retrospective approval) (If the Special
Committee confirms that no problems are found regarding the independence and expertise of
the Company’s advisors, the Special Committee is able to ask for expert advice from theCompany’s advisors). (ii) The Special Committee shall receive information reasonably
necessary for consideration and judgment on the Transactions from officers and employees andadvisors of the Company; also, the Special Committee shall question officers and employees of
the Company, the people involved in the Transactions, and other persons recognized necessary
by the Special Committee, about necessary matters. (iii) The Special Committee shall be
substantially involved in the processes of negotiations that the Company conducts with theTender Offeror and Oisix (including the following actions: asking the Company and advisorsof the Company about the policy in advance, receiving reports on the status in a timely manner,
stating its opinion in important phases, giving instructions or making requests, and conducting
negotiations with the Tender Offeror and Oisix by the Special Committee itself). (iv) The
Special Committee shall conduct other matters acknowledged as necessary by the Special
Committee for the consideration or decision-making related to the Transactions.
Furthermore, the Board of Directors of the Company resolved that the secretariat of theSpecial Committee is elected from persons without a special interest in the Tender Offeror andOisix, and the designation or change of the secretariat is subject to approval by the Special
Committee; also, it has been resolved that the employees serving as the secretariat of theSpecial Committee are to strictly manage the confidentiality of information related toconsiderations on the Transactions by the Special Committee, even within the Company.
Additionally, compensation for each member of the Special Committee shall be paid on an- 11 -

hourly basis, not including completion bonuses subject to announcement or completion of theTransactions.
Meetings of the Special Committee were held 13 times and for about 14 hours in total, during
the period from August 30, 2023 to November 10, 2023. As described in “1. Reasons for the
Share Consolidation” above, the Special Committee had considerations and consultations on
the Consultation Items carefully.
Specifically, first, with respect to AGS Consulting, a financial advisor of the Company and athird-party calculation agent; and Mori Hamada & Matsumoto, a legal advisor of the Company,
the Special Committee confirmed the independence of the Tender Offerors, Oisix, theCompany, and the success of the Transactions, as well as track records and expertise, etc.
before approving these elections. Additionally, the Special Committee also considered electing
its own advisors besides the above advisors. However, since Mr. Seno, a committee member,has a deep knowledge of legal affairs, and Mr. Matsuyama, also a committee member, has a
deep knowledge of finance and accounting, the Special Committee judged that it was notnecessary to elect other legal and financial advisors besides the above advisors.
Besides this, the Special Committee was provided with relevant material by the Tender
Offeror and the Company, and verified the material. Also, the Company provided the Special
Committee with information on the background of consideration on the Transactions and othersignificance and purpose of the Transactions; the Company’s management policy after theTransactions; and the effects of corporate value enhancement, and the presence or lack of anegative impact on business, as a result of implementation of the Transactions. Along with this,the Special Committee requested officers and employees of the Company to attend meetings of
the Special Committee, having question and answer sessions on the above-mentioned matters.
In addition, the Special Committee sent a list of questions in writing to each of the Tender
Offeror and Oisix and received answers regarding the following matters: the effects ofcorporate value enhancement, and the presence or lack of a negative impact on business, as aresult of implementation of the Transactions; the outline of financing relating to purchasefunds for the Transactions; opinions about the adequacy of the terms and conditions of theTransactions; management policy and business operation, etc. after the Transactions; theirpolicies regarding the holding and disposal of the shares of the Tender Offeror and theCompany; contents of contracts to be concluded among shareholders of the Tender Offeror;
and procedures and terms and conditions, etc. of the Transactions. Along with this, the Special
Committee requested officers of each company to attend meetings of the Special Committee,
having question and answer sessions. Then, while considering results of suchquestion-and-answer sessions, the Special Committee received a detailed explanation from the
management of the Company on the effects on corporate value enhancement expected to arise
between the Company, Oisix group and others, as a result of the Transactions, and validated
the contents and feasibility of the explanation, while also confirming AGS Consulting’s viewon these matters.
Furthermore, the Special Committee confirmed the process of formulation and the contentsof the Business Plan drawn up by the Company for the Transactions, as a business plan to be
used as a basis for negotiations for the Tender Offer Price in the Tender Offer, while taking
advice from AGS Consulting into account.
Besides this, the Special Committee received an explanation from AGS Consulting regarding
the calculation methods of the Company’s equity value, the reasons for selecting such method,a major prerequisite for calculation by the DCF method, the calculation results of eachcalculation method, premium levels in recent similar cases, and other matters, confirming therationality after a question-and- answer session, deliberation, and examination with AGS
Consulting.
Additionally, after receiving the first proposal including the Tender Offer Price to be set at
699 yen per share by the Tender Offeror on October 2, 2023, as described in “1. Reasons for
the Share Consolidation” above, the Special Committee carried out several negotiations for theterms and conditions of the Transactions including the Tender Offer Price with the Tender
Offeror and Oisix, while receiving advice from AGS Consulting and Mori Hamada &Matsumoto; that led to extracting significant concessions from the Tender Offeror and Oisix.
Furthermore, the Special Committee received several explanations from Mori Hamada &Matsumoto, on the contents of press release drafts related to the Tender Offer, to be announced
or submitted by the Company, confirming that appropriate information disclosure was to bemade.

- 12 -

Under the above background, the Special Committee made careful considerations andconsultations on the forementioned Consultation Items. As a result, on November 10, 2023, theSpecial Committee submitted the Report to the Board of Directors of the Company by aunanimous agreement, with the contents outlined as follows.
(a) Contents of the report
i. Regarding the Tender Offer, the Special Committee considers that the Board of
Directors of the Company shall resolve to state its opinion to approve of the Tender
Offer and recommend accepting the Tender Offer for shareholders of the Company.
ii. The Special Committee does not consider that minority shareholders of the Company
suffer a disadvantage, because of resolving to state its opinion to approve of the Tender
Offer and recommend accepting the Tender Offer for shareholders of the Company by
the Board of Directors of the Company. Also, the Special Committee does not consider
that minority shareholders of the Company will suffer a disadvantage either, if theBoard of Directors resolves that the Company conducts the necessary procedures for
the Tender Offeror to take the Company private (approval of a demand for sharecash-out or share consolidation, according to the number of shares provided to theTender Offer) after the Tender Offer is completed.
(b) Reasons for the reporti. As a result of considering relevant circumstances including the following matters, theSpecial Committee came to the judgement that the Transactions will contribute to theenhancement of corporate value, and implementation of the Transactions itself isrational in terms of management.
・ The major purposes of the Transactions are to solve issues of latent conflicts ofinterest among shareholders, by taking the Company private; and to implement
measures for management to deal with changes in business environment
surrounding the Company to benefit from enhancement of the Company’s
corporate value, by promoting stronger collaboration between Oisix group and theGroup to advance sharing of management resources and business know-how
between both parties.
・ (i) Considering the business characteristics of the Group and Oisix group, bothgroups have high affinity. (ii) Considering that we have already a certain trackrecord in work related to collaboration business with Oisix in the Food-related
Business, and collaboration including mutual utilization of know-how is expectedalso in the social services business and the vehicle operation services business, we
acknowledge the generation of synergies through the Transactions as a probableoutcome. (iii) We also acknowledge the rationality of the opinion that taking theCompany private is necessary through the Transactions in order to solve issues oflatent conflicts of interest among shareholders arising from the similar states tolisting of parent company and subsidiary pairs, and make utmost synergy work. For
these reasons, benefits of the enhancement of the Group’s corporate value(synergies) are reasonably realizable.
・ As a negative impact on the business of the Group, we consider that the Groupwill lose opportunities for fund-raising in capital markets through equity
financing, and there is a possibility of lower external creditworthiness, anddifficulties in recruitment. However, we regard the explanation from the
management of the Company about the lower necessity to fund-raise throughequity financing as rational to some extent, based on the Company’s financial
conditions and business model as a premise. Also, considering the brand powerof the Group and Oisix, concerns about lower external creditworthiness arelimited. Furthermore, disclosure by the Tender Offeror is expected to clearlystate a basic policy that the Company’s headquarters functions will bemaintained for at least one year after the implementation of the Transactions.
Also, considering the agreement that the influence of Mr. Kinichi Shida and Mr.
Tsutomu Shida on the Company’s management will be maintained, which isplanned to be included in the Shareholder Agreement (defined below), it isexpected that the Tender Offeror and Oisix will take into account the avoidance
and mitigation of adverse effects on the Group’s business resulting from- 13 -

excessively rapid reforms during business operation and management reforms
after the Transactions.
・ In terms of collaboration with Oisix, other ways such as Oisix’s acquisition ofsubsidiaries relating to the Company’s Food-related Business could be options
instead of taking the Company private. However, there are some overlappedbusiness areas among the Food-related Business, the vehicle operation services
business, and the social services business, and considering the facts including themutual collaboration on these businesses, we acknowledge the Transactions as
the most realistic and rational choice among the management options currently
available to the Company, from the perspective of our corporate value and theinterests of the shareholders.
ii. As a result of considering relevant circumstances including the following matters, theSpecial Committee came to the judgement that the adequacy of the terms andconditions of the Transactions is ensured from the perspective of seeking the interestsof the minority shareholders.
・ The method of the Transactions is not unreasonable.
・ In the Transactions, a two-step process is planned: firstly, a tender offerwith cash consideration, and secondly, a squeeze-out procedure as a method
for a demand for share cash-out or share consolidation involving cash
consideration. Such methods are commonly adopted in transactions aiming
for privatization like the Transactions, and there are no other particularly
unreasonable aspects.
・ Furthermore, in the Transactions, although there is no capital relationshipbetween the Tender Offeror and Oisix at the time of the implementation of
the Tender Offer, the Tender Offeror, Mr. Kinichi Shida, Mr. Tsutomu
Shida, and Oisix agreed that they will enter into a transaction agreement
related to the Transactions as of November 10, 2023, when the Transactions
would be announced, which stipulates that, after the completion of
settlement of the Tender Offer, the Tender Offeror will designate Oisix as
the allottee of a third-party allocation of shares with a payment date set for
January 5, 2024 (the “Third-party Allocation of Shares”) and issue commonshares so that the percentage of voting rights held by Oisix in the Tender
Offeror (rounded off to two decimal places) will be 66.0%, and thereby theTender Offeror (and the Company after the Tender Offer is completed) will
become a subsidiary of Oisix. In addition, Mr. Kinichi Shida, Mr. Tsutomu
Shida, Mr. Shojiro Shida, Ms. Tomiji Shida, Ms. Miyuki Shida, Mr. Yuma
Shida, Ms. Arisa Nagaki, Ms. Emiri Shida, SDI, and Oisix are planning toenter into a shareholder agreement (the “Shareholder Agreement”) as of thesame date, to agree on matters related to the governance of the Tender
Offeror’s and the Company’s management structure, etc., matters related tothe treatment of the Tender Offeror’s shares, and the basic principles ofbusiness operation of the Group after the completion of the Transactions. In
the Transactions, it is not particularly unreasonable for the Tender Offerors,
Oisix, and others to reach the above agreement and use a transaction
method of taking the Company private while making the Company a
subsidiary of Oisix.
・ The Tender Offer Price is reasonable from the perspective of the interests of theminority shareholders.
・ The Business Plan used as a base for the calculation in the DCF method in
the Calculation Report has been formulated under independent internal
review systems. The Tender Offerors, Oisix, and AGS Consulting, anadvisor independent from the Company, advised that the results of theirvalidation indicate that there are no particularly unreasonable points.
Furthermore, the Special Committee, led by committee member Matsuyama,
who has expertise in financial accounting, also received and checked
detailed information on specific planned figures and their assumptions foreach business. As a result, considering the performance of the Group up to
the present and the current business environment in which the Group
operates, we have recognized that the plan is a reasonable basis for- 14 -

・・・

determining the Company’s equity value. The target period of the Business
Plan spans three years from the fiscal year ending March 31, 2024 to thefiscal year ending March 31, 2026. According to the Company’s projectteam, our business plan is prepared to cover a period where reasonableestimates are feasible and where performance is expected to be leveled, and
it is expected that the performance in and after the fiscal year ending March
31, 2027 will be roughly comparable to that in the fiscal year ending March
31, 2026. There are no particularly unreasonable points in such explanation.
Furthermore, since the Business Plan falls below the performance plan
outlined in the Medium-term Plan, the Special Committee has conducted aparticularly cautious examination from the perspective of the interests of
the Company’s shareholders who have the opportunity to sell their sharesthrough the Transactions. (i) Prior to the Tender Offer from Oisix, theMedium-term Plan was formulated under the management guidance ofUnison Capital, Inc. with the aim of transitioning the Company to theTokyo Stock Exchange Prime Market, setting quite bold and challenging
goals, instead of focusing on the probability of achieving specific cash flowplans that form the basis for calculating value of the Company Shares, and(ii) considering changes in the Company’s performance, businessdevelopment status, and business environment surrounding the Company
from the time of formulation of the Medium-term Plan to the present, theMedium-term Plan has a much lower probability of achievement.
(Specifically, in the Food-related Business, the impact of soaring raw
material and labor costs has been significant, resulting in actual
performance figures falling below the planned values in the Medium-term
Plan, and in the vehicle operation services business and the social services
business, although the Medium-term Plan was achieved in the fiscal year
ended March 31, 2023, this was merely a reflection of transient factors suchas the recovery of social activities from the COVID-19 pandemic, and a
downturn in performance is expected in and after the fiscal year ending
March 31, 2025.) Also, in view of differences in the base time offormulation (updates of the base time), differences are acknowledged asreasonable in planned figures between the Business Plan and theMedium-term Plan.
AGS Consulting employed the market stock price method and the DCF
method, which are commonly used calculation methods in transactions of asimilar nature to the Transactions. There are no unreasonable aspects
identified in the rationale behind AGS Consulting’s adoption of eachcalculation method. Therefore, there is no unreasonable aspect recognizedin AGS Consulting’s use of the aforementioned methods to determine theCompany’s equity value.
The Tender Offer Price exceeds the median value of the evaluation range inthe DCF method as stated in the Calculation Report.
The premium of the Tender Offer Price may not be evaluated as entirely
higher level, in relation to the Company Shares’ latest market prices andsimple average of closing prices during the latest one month whencompared to premium levels in past similar cases. However, on and after
the Tender Offer from Oisix, fluctuations in market prices of the Company
Shares have been particularly significant. For instance, even in the past six
months, the highest closing price of the Company Shares was 821 yen on
May 16, 2023, while the lowest was 512 yen on August 18, 2023, indicating
substantial variability. In such circumstances, the fact that the market priceof the Company Shares is currently in an upward trend has also contributed
to the lower level of the premium when compared to taking the averageover the more medium to long term, such as the recent three or six months.
Furthermore, according to the advice of AGS Consulting, the fluctuations inmarket prices of the Company Shares and their recent volatility are uniqueeven when compared to the movements of the Nikkei Average and themarket prices of other listed companies of similar scale. Considering the- 15 -

information disclosed by the Company, providing a rational explanation isdeemed difficult. Considering such fluctuations in market prices of theCompany Shares and their current volatility, the Special Committee deems
it appropriate to also consider a longer-term average when evaluating thelevel of premium over market price, rather than relying solely on recent
market prices and the simple average of closing prices during the latest one
month. Therefore, considering that the Tender Offer Price, when comparedto the average market closing price during the past three or six months,
represents a premium of 33.33% and 27.39%, respectively, the Special
Committee believes that the Tender Offer Price is sufficiently rational. In
addition, the Medium-term Plan disclosed in May 2022, as mentioned
above, has seen a significant decrease in the probability of achievement.
Alongside the stagnation in profitability of the Food-related Business, theforthcoming downturn in performance is becoming evident in the social
services business and the vehicle operation services business, which
achieved the plan in the fiscal year ended March 31, 2023. If suchinformation is disclosed to the market, it cannot be denied that market
prices of the Company Shares are likely to suffer a negative impact. In the
midst of the current upward movement of market prices of the Company
Shares, which exhibit high volatility as mentioned above, without reflecting
the aforementioned performance outlook, considering the Tender Offer
Price still shows a certain premium even when compared to the recent stock
prices, the Special Committee believes that providing the Company’s
shareholders with the opportunity to sell the Company Shares at the Tender
Offer Price and implementing the Transactions earlier can be considered
rational. Based on the above, it is recognized that the Tender Offer Priceincludes a reasonable premium over the Company’s market stock price.
・ The payment amount in the Third-party Allocation of Shares is deemed
reasonable from the perspective of the interests of the minority shareholders.
・ There are no particularly unreasonable aspects in the explanation by theTender Offeror that the payment amount per common share of the Tender
Offeror from Oisix in the Third-party Allocation of Shares is notsubstantially set at more favorable terms than the Tender Offer Price.
Considering the interests of the minority shareholders of the Company, thepayment amount in the Third-party Allocation of Shares is not deemed
unreasonable.
・ The other conditions are also not deemed detrimental to the interests of theminority shareholders.
・ There are no grounds to recognize that, at the expense of the minority
shareholders, the Tender Offerors or Oisix would unfairly benefit from theterms and conditions of the Transactions other than the Tender Offer Priceand the payment amount in the Third-party Allocation of Shares. There areno circumstances that undermine the adequacy of such terms andconditions.
iii. As a result of considering relevant circumstances including the following matters, theSpecial Committee came to the judgement that the procedures of the Transactions arefair from the perspective of seeking the interests of minority shareholders of theCompany.
・ The Company established the Special Committee, which possesses independence
from both the Tender Offeror and Oisix and is composed of individuals with thequalification of not having any significant interest different from that of theminor shareholders in terms of the success of the Transactions. The Special
Committee is deemed to have effectively functioned in the Transactions, as it canbe evaluated that the Special Committee substantially participated in thenegotiation process regarding the buying price and other transaction terms
between the Company and the Tender Offeror.
・ The Company is receiving legal advice from Mori Hamada & Matsumoto, an
independent legal advisor to the Company.
・ The Company has obtained the Calculation Report from AGS Consulting, an- 16 -

・

・

・

・

・

・

independent financial advisor to the Company and a third-party calculation agent.
Additionally, although the Company and the Special Committee have notobtained a so-called fairness opinion from an independent third-party calculation
agent regarding the Transactions, considering circumstances surrounding theTransactions, such as the aforementioned facts that the Tender Offer Priceexceeds the median value of the range based on the calculation results using the
DCF method and that other sufficient fairness protection measures have beentaken, it is believed that the fairness of the procedures is not compromised by not
obtaining a fairness opinion.
The Company has established an internal structure where only officers andemployees recognized for their independence from the Tender Offerors and Oisix
are involved in the consideration, negotiation, and decision-making process on
the Transactions within the Company. This structure has been approved by theSpecial Committee.
From the perspective of avoiding potential conflicts of interest with the Company,
Mr. Kinichi Shida, Mr. Tsutomu Shida, and Mr. Kohey Takashima have been
excluded from the Company’s Board of Directors’ deliberations, resolutions, andconsideration and negotiation processes related to the Transactions, as well asfrom the consideration, negotiation, and decision-making structure related to theTransactions within the Company.
In the Transactions, an environment has been ensured where other potential
acquirers can make counterproposals, regardless of whether they are made before
or after the announcement. (Specifically, (i) by setting the Tender Offer Period toa longer period of 30 business days, which is longer than the minimum period of
20 business days prescribed by law, shareholders of the Company are provided
with adequate opportunities to make informed decisions regarding theiracceptance of the Tender Offer, and opportunities for proposers of competitive
acquisitions to competitively acquire the Company Shares are not restricted, and(ii) since it became public information that the Company has been consideringvarious options for collaboration in the Food-related Business with third parties,
including Oisix, following the Tender Offer from Oisix, it is recognized that anenvironment where other potential acquirers could propose alternatives to theTransactions existed even before the announcement of the Transactions.) In
addition, considering the proportion of voting rights held by the Tender Offerors
and Oisix in the Company, the potential effectiveness of a market check as afairness protection measure is considered limited in the Transactions. Therefore,
it is believed that the fairness of the procedures in the Tender Offer is notcompromised by the lack of an active market check in the Transactions.
It is desirable to promptly and reliably implement various measures aimed atenhancing the Company’s corporate value through the Transactions, and theterms and conditions of the Transactions, including the Tender Offer Price, aredeemed adequate. While such terms and conditions provide an opportunity forthe minority shareholders to receive compensation with the aforementioned
premium, setting a majority-of-minority condition could render the completion of
the Tender Offer unstable, potentially limiting the opportunity for the Company’s
minority shareholders to benefit from the Transactions unfairly. Moreover,comprehensively considering other sufficient fairness protection measures inplace in the Transactions, it is believed that the absence of a majority-ofminority condition in the Tender Offer does not compromise the fairness of theprocedures in the Tender Offer.
In relation to the Transactions, the Special Committee also strives to makecomprehensive disclosure after gathering information from the Tender Offerors
and Oisix, and it is planned to ensure opportunities for the minority shareholders
to make appropriate decisions based on sufficient information.
In the Transactions, it is assumed that the Tender Offeror will acquire all of theCompany Shares. Along with such assumption, methods that do not secure theright of shareholders of the Company to request purchase of shares will not be
adopted. When a demand for share cash-out or share consolidation is made, themoney to be paid to the Company’s shareholders as consideration will be- 17 -

calculated to be equal to the Tender Offer Price multiplied by the number ofshares each such shareholder owns. It is planned to announce the above mattersto ensure that there will be no coercive problems arising from the Transactions.
・ No facts suggesting that the Company has been unduly influenced by the Tender
Offerors and Oisix in the discussion, consideration, and negotiation process
related to the Transactions have been identified.
iv. Taking into consideration the points mentioned in (i) through (iii) above, the Special
Committee recommends the Company’s Board of Directors to make a decision to state
its opinion to approve the Tender Offer and to encourage the Company’s shareholders
to accept the Tender Offer. Additionally, the Special Committee considers that thedecision-making regarding the implementation of the Transactions by the Company(including its Board of Directors) is not detrimental to the interests of the Company’s
minority shareholders.
ii) Obtaining calculation reports on the equity value from a third-party calculation agent
independent of the Company
The Company, to ensure the fairness of the decision-making processes by the Board of
Directors of the Company concerning the Transactions, including the Tender Offer,
commissioned AGS Consulting, a third-party calculation agent independent from the Tender
Offerors, Oisix, and the Company, to calculate the equity value of the Company Shares. We
obtained the Calculation Report on November 9, 2023.
AGS Consulting does not correspond to a related party of the Tender Offerors, Oisix, or theCompany, and does not have any significant interest that should be described regarding theTransactions. Additionally, the Special Committee has confirmed that there are no problems
with the independence and expertise of AGS Consulting. Compensation for AGS Consulting
related to the Transactions includes completion bonuses subject to the completion of theTransactions. Considering the general industry practices in similar transactions as well as thepros and cons of a compensation structure where financial burden arises on the Company in theevent of non-completion of the Transactions, the Company concludes that the inclusion ofcompletion bonuses contingent upon the completion of the Tender Offer does not negate theindependence of AGS Consulting. Therefore, AGS Consulting has been appointed as theCompany’s financial advisor and third-party calculation agent under the aforementioned
compensation structure.
AGS Consulting considered various calculation methods to determine methods to be used for
determining the equity value of the Company Shares and concluded that it would be appropriate
to evaluate such equity value from multiple perspectives, given the premise that the Company
is a going concern. Based on this consideration, AGS Consulting employed the market stock
price method, as the Company Shares are listed on the Tokyo Stock Exchange Standard Market
and their market prices exist, and the DCF method to reflect the Company’s future businessactivities in the evaluation. Since both the Tender Offeror and the Company have implemented
measures to ensure the fairness of the Tender Offer Price and to avoid conflicts of interest as
described in “(4) Measures to ensure fairness of the Transactions and measures to avoid
conflicts of interest,” the Company has not obtained an opinion regarding the fairness of theTender Offer Price (fairness opinion) from AGS Consulting.
Market stock price method : From 600 yen to 725 yen
DCF method: From 657 yen to 917 yen
Under the market stock price method, we have calculated the range of the equity value pershare of the Company to be from 600 yen to 725 yen, using November 9, 2023, the precedingbusiness day to the announcement date of the Tender Offer, as the reference date, and based on
the closing price of the Company Shares on the Tokyo Stock Exchange Standard Market on thereference date as 725 yen, the simple average of the closing prices for the past one month up to
the same date as 676 yen (rounded to the nearest yen, and the same shall apply in simple
average calculation), the simple average of the closing prices for the past three months up to thesame date as 600 yen, and for the past six months up to the same date as 628 yen.
Under the DCF method, we calculated the corporate value and equity value of the Company
by discounting the free cash flows expected to be generated by the Company from the second
quarter of the fiscal year ending March 31, 2024 onwards, using a certain discount rate, on the- 18 -

premise of various elements such as revenue, investment plans in the Business Plan prepared by
the Company, and publicly available information. We have determined the range of equity
value per share of the Company to be from 657 yen to 917 yen through this calculation. The
discount rate is set as the Weighted Average Cost of Capital (WACC), ranging from 7.66% to9.66%. For the calculation of going concern value, we adopted the perpetuity growth rate
method and analyzed the perpetuity growth rate within the range of -0.5% to +0.5%.
The financial forecast based on the Business Plan of the Company, which AGS Consulting
used as a basis for the DCF method calculation, is as follows: The Business Plan does notinclude any fiscal year with significant increases or decreases in profit. (Regarding the free cash
flow, significant fluctuations are expected from the fiscal year ending March 31, 2024 to thefiscal year ending March 31, 2025. Specifically, it is expected that there will be a significant
increase in free cash flow from the previous period in the fiscal year ending March 31, 2025.
This is because the forecasted change in operating capital for the fiscal year ending March 31,
2024 (nine months) is calculated based on the comparison of the actual operating capitalbalance as of June 30, 2023 and the planned operating capital balance as of March 31, 2024,
which are different month-end balances. This results in a significant increase in operating
capital and a decrease in free cash flow. On the other hand, the forecasted change in operating
capital for the fiscal year ending March 31, 2025 is based on a comparison of the operating
capital balances at the same month-end, namely March 31, 2024 and March 31, 2025. Thisavoids abnormal fluctuations.) Furthermore, such financial forecast does not take into accountany synergies expected to be realized through the implementation of the Transactions, as it iscurrently difficult to estimate them concretely at this time.

(Millions of yen)

Net sales

FY endingMarch 31, 2024
(nine months)
96,579FY endingMarch 31, 2025

FY endingMarch 31, 2026

133,587

141,098

Operating profit

3,191

4,721

5,469

EBITDA

3,764

5,522

6,353

849

4,319

4,908

Free cash flow

In calculating the equity value of the Company, AGS Consulting used information provided
by the Company and publicly available information on an as-is basis in principle, on theassumptions that all the materials and information is accurate and complete, and did not
independently verify their accuracy and completeness. Furthermore, AGS Consulting did not
independently evaluate or assess the Company’s assets and liabilities (including
off-balance-sheet assets and liabilities and other contingent obligations), and did not request
any appraisal or assessment from a third-party agency. In addition, the information concerning
the Company’s financial forecasts is assumed that it has been reasonably prepared based on thebest forecasts and judgement available to our management at the current time. However, AGS
Consulting conducted multiple rounds of inquiries and responses with the Company regarding
the Business Plan of the Company on which the calculation is based. It ensured thereasonableness of the Business Plan from the perspective of ensuring that there are no
unreasonable aspects, by examining its preparation process and contents, as well as theCompany’s current situation.
While figures relating to the financial forecasts in the Business Plan fall below the numericaltargets in the three-year Medium-term Plan with setting the first year on the fiscal year ended
March 31, 2023 announced on May 16, 2022, this aspect has been deliberated multiple times by
the Special Committee. As described in “i) Establishment of the independent Special
Committee of the Company and obtaining reports” in “(4) Measures to ensure fairness of theTransactions and measures to avoid conflicts of interest,” the Business Plan was used as baseinformation for the equity value calculations, having been formulated by the Special Committee
under the independent internal review systems, and the contents, including the three-year
duration, are rational. Additionally, in view of differences from the Medium-term Plan, (i) the
Medium-term Plan was formulated as quite bold and challenging goals, instead of focusing on
the probability of achieving specific plans that is adequate as base information for calculating- 19 -

value of the Company Shares; in addition, (ii) considering changes in circumstances from thetime of formulation of the Medium-term Plan to the present, the Medium-term Plan has a much
lower probability of achievement. Also, in view of differences in the base time of formulation(updates of the base time), differences are acknowledged as reasonable in planned figures
between the Business Plan and the Medium-term Plan. For the above reasons, the Business Planis evaluated as rational.
iii) Obtaining advice from a legal firm independent of the Company
The Company has been seeking caution in making decisions regarding the Transactions,
including the Tender Offer, and has been taking necessary legal advice from Mori Hamada &Matsumoto, which was appointed as a legal advisor independent from the Tender Offerors,
Oisix, and the Company, on manners, processes and other important matters ofdecision-making of the Company’s Board of Directors including procedures for theTransactions since mid-August 2023 to ensure the fairness and appropriateness ofdecision-making by the Board of Directors of the Company.
Mori Hamada & Matsumoto does not correspond to a related party of the Tender Offerors,
Oisix, or the Company, and does not have any significant interest that should be described
regarding the Transactions.
Additionally, the Special Committee has confirmed that there are no problems with theindependence and expertise of Mori Hamada & Matsumoto. Compensation for Mori Hamada &Matsumoto is paid on an hourly basis regardless of the completion of the Transactions, notincluding completion bonuses subject to announcement or completion of the Transactions.
iv) Establishment of independent review systems within the Company
As described in “1. Reasons for the Share Consolidation” above, in the middle of August
2023, the Company began to build systems for consideration, negotiation, and decision on theTransactions from the perspective of enhancing our corporate value and securing the common
interests of the Company’s shareholders, standing independent of the Tender Offerors andOisix, as well as taking legal advice from Mori Hamada & Matsumoto on processes, manners
and other important matters of decision-making on the Transactions.
Specifically, the Company has established the systems, receiving instructions from theSpecial Committee, so that the Company’s officers and employees who concurrently holdpositions in or previously held positions in the Tender Offerors or Oisix do not participate in
the consideration, negotiation, and decision on the Transactions within the Company, including
responding to due diligence by the Tender Offerors and Oisix on the Company, reviewing anddrafting the Business Plan, and considering the Company’s management policy after theTransactions. In particular, we are proceeding with the formulation of the Business Plan, whichforms the basis for the calculation of equity value of the Company Shares, while receiving
advice from AGS Consulting, our financial advisor, and ensuring the fairness of theformulation process, including the independence of the officers and employees involved in its
preparation, through verification by the Special Committee.
Furthermore, Mr. Kinichi Shida, Mr. Tsutomu Shida, and Mr. Kohey Takashima are excluded
from such systems for the reason described in “v) Approval from all Directors who do not havea stake in the Company and opinion of no objection from all Audit & Supervisory Board
Members” below. Such treatment continued until the resolution on the convening of theExtraordinary General Meeting of Shareholders on January 24, 2024, as decided by the Boardof Directors of the Company, and there is no fact that any of the three of Mr. Kinichi Shida, Mr.
Tsutomu Shida, and Mr. Kohey Takashima has given instructions to the systems regarding theconsideration, negotiation, and decision on the Transactions.
In establishing the review systems for the Transactions within the Company, including suchtreatment (which encompass the scope of the Company’s officers and employees who are
involved in the consideration, negotiation, and decision on the Transactions and their duties),
we have relied on advice from Mori Hamada & Matsumoto, and have obtained approval fromthe Special Committee for the absence of any problems in terms of independence and fairness.
v)

Approval from all Directors who do not have an interest in the Company and opinion of no
objection from all Audit & Supervisory Board Members
In the Board of Directors meeting held on November 10, 2023, the two Directors who do nothave an interest, excluding Mr. Kinichi Shida, Mr. Tsutomu Shida, and Mr. Kohey Takashima,- 20 -

among the Company’s five Directors participated in the deliberation and resolution. Based on
the consensus of all Directors who participated in the resolution, the Board of Directors
resolved to state its opinion to approve the Tender Offer and to encourage the Company’s
shareholders to accept the Tender Offer on the grounds described in “1. Reasons for the Share
Consolidation” above.
Among the Company’s Directors, Mr. Kinichi Shida concurrently serves as a Director of theTender Offeror, Mr. Tsutomu Shida concurrently serves as the Representative Director of theTender Offeror, and Mr. Kohey Takashima concurrently serves as the Representative Directorof Oisix, which has entered into a tender offer acceptance agreement with the Tender Offeror as
of November 10, 2023 and is planning reinvestment in the Tender Offeror. From theperspective of avoiding potential conflicts of interest, they did not participate in the deliberation
and resolution in such Board of Directors meeting, nor did they engage in discussions or
negotiations with the Tender Offeror on behalf of the Company.
Furthermore, there is a possibility that the three of Mr. Kinichi Shida, Mr. Tsutomu Shida,
and Mr. Kohey Takashima, who did not participate in the deliberation and resolution in the
aforementioned Board or Directors meeting, do not have a special interest as defined by theCompanies Act regarding the proposal mentioned above. In this case, a quorum of the Board of
Directors meeting may not have been reached for such proposal. Therefore, in order to ensure avalid resolution meeting the quorum requirements under the Companies Act, the two Directors
other than the above three and Mr. Kinichi Shida, who does not hold representative authority
for the Tender Offeror or Oisix, deliberated and conducted a new vote on such proposal,
resulting in a unanimous resolution.
All of the Company’s Audit & Supervisory Board Members stated their opinion of no
objection against the above-mentioned resolution during the aforementioned Board of Directors
meeting.
As described in “1. Reasons for the Share Consolidation” above, the Tender Offer wascompleted, but the Tender Offeror could not acquire all of the Company Shares (the Company
Shares that the Tender Offeror owned, and treasury shares that the Company owned were
excluded) on the Tender Offer and could not hold 90% or more of the voting rights of allshareholders of the Company. Therefore, at the request of the Tender Offeror, the Company
resolved, at the Board of Directors meeting held on January 24, 2024, to submit a proposal on
the Share Consolidation to the Extraordinary General Meeting of Shareholders in order toimplement the Share Consolidation and make the Tender Offeror the exclusive shareholder of
the Company, subject to approval by the shareholders at the Extraordinary General Meeting of
Shareholders. In order to avoid potential conflicts of interest, such resolution of the Board of
Directors also underwent a two-step process similar to the Board of Directors meeting held on
November 10, 2023. Additionally, both of the two Audit & Supervisory Board Memberspresent, among the three Audit & Supervisory Board Members of the Company, stated theiropinion of no objection against the above-mentioned resolution during such Board of Directors
meeting. (Among the Audit & Supervisory Board Members of the Company, Ms. Mari
Takahashi, one of them, was absent. However, prior to such Board of Directors meeting, she
received an explanation of the above-mentioned resolution and stated her opinion of no
objection.)vi) Securing objective conditions to ensure the fairness of the Tender Offer, including theappropriateness of the Tender Offer Price
The Tender Offeror has set the Tender Offer Period at 30 business days, despite the statutory
minimum period being 20 business days.
By setting the Tender Offer Period for a longer duration than the statutory minimum, theTender Offeror provides shareholders of the Company with adequate opportunities to makeinformed decisions regarding their acceptance of the Tender Offer and also provides proposersof competitive acquisitions of the Company Shares with opportunities to competitively acquire
the Company Shares, thereby ensuring the fairness of the Tender Offer.
Furthermore, the Tender Offeror and the Company have not entered into any agreement
containing transaction protection provisions that prohibit the Company from engaging withproposers of competitive acquisitions of the Company Shares. Similarly, there is no agreementin place that restricts such proposers of competitive acquisitions of the Company Shares fromcontacting the Company. In conjunction with the above setting of the Tender Offer Period, thisensures opportunities for competitive acquisitions, thereby demonstrating consideration for- 21 -

ensuring the fairness of the Tender Offer.
4.

Significant asset disposal, substantial debt assumption, or other events having a significant impact on
the corporate financial position occurring to the Company after the last day of the most recent fiscal
year(1) The Tender Offer
As described in “1. Reasons for the Share Consolidation” above, the Tender Offeror
conducted the Tender Offer from November 13, 2023 to December 25, 2023. As a result, theTender Offeror came to own 44,617,157 shares (ownership percentage: 81.43%) of theCompany Shares, as of January 5, 2024, the commencement date of settlement for the Tender
Offer.
(2) Non-payment of year-end dividends
As announced in “Notice regarding revision of the year-end dividend forecast for the fiscal
year ending March 31, 2024 (no dividend)” (only available in Japanese) dated November 10,
2023, the Company resolved, at the Board of Directors meeting held on the same day, to forgo
year-end dividends for the fiscal year ending March 31, 2024. For more details, please refer tothe contents of such announcement.
(3) Cancellation of treasury shares
The Company resolved, at the Board of Directors meeting dated January 24, 2024, to cancel
931,372 treasury shares (corresponding to all of the treasury shares owned as of January 11,2024) effective March 19, 2024. Such cancellation of the treasury shares is subject to theapproval of the proposal regarding the Share Consolidation at the Extraordinary General
Meeting of Shareholders, as originally proposed. Upon the cancellation of 931,372 treasury
shares, the total number of issued shares of the Company will be 54,790,749 shares.

- 22 -

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for the proposal(1) If Proposal 1 is approved and passed as originally proposed, and the Share Consolidation takes
effect, the total number of shares authorized to be issued by the Company will decrease to 20 sharesin accordance with the provisions of Article 182, Paragraph 2 of the Companies Act. In order toclarify such point, the Company proposes to amend the provisions of Article 6 (Total number ofshares authorized to be issued by the Company) of the Articles of Incorporation regarding the total
number of shares authorized to be issued by the Company, subject to the Share Consolidation
taking effect.
(2) If Proposal 1 is approved and passed as originally proposed, and the Share Consolidation takes
effect, the Company’s total number of issued shares will be five (5) shares, and it will become
unnecessary to stipulate the number of shares constituting one unit of shares. Accordingly, Article 7(Number of shares constituting one unit) and Article 8 (Rights to shares constituting less than oneunit) of the Articles of Incorporation will be entirely deleted in order to abolish the provisions
regarding the number of shares constituting one unit of shares, which is currently 100 shares perunit, subject to the Share Consolidation taking effect, and the number of subsequent Articles shallbe moved up in accordance with such amendment.
(3) If Proposal 1 is approved and passed as originally proposed, as a result of the Share Consolidation
being conducted, the Company Shares will be delisted and the Tender Offeror will be the exclusive
shareholder of the Company, and the provision relating to the system for electronic provision ofmaterials for general meetings of shareholders will become unnecessary. Accordingly, subject to the
Share Consolidation taking effect, Article 15 (Measures for electronic provision, etc.) will beentirely deleted, and the number of subsequent Articles shall be moved up in accordance with such
amendment.

2.

Description of the amendment
Description of the amendment is as follows. The amendment to the Articles of Incorporation
relating to this Proposal will become effective on March 21, 2024, which is the effective date of the
Share Consolidation, on the condition that Proposal 1 is approved and passed as originally proposedat the Extraordinary General Meeting of Shareholders and the Share Consolidation takes effect.
(Amended parts are underlined.)
Proposed amendment

Current Articles of Incorporation(Total number of shares authorized to be issued by
the Company)
Article 6. The total number of shares which theCompany is authorized to issue shall be
140,000,250 shares.

(Total number of shares authorized to be issued by
the Company)
Article 6. The total number of shares which theCompany is authorized to issue shall be 20
shares.

(Number of shares constituting one unit)
Article 7. The number of shares constituting one unitof shares of the Company shall be 100
shares.

<Deleted>- 23 -

Current Articles of Incorporation

Proposed amendment(Rights to shares constituting less than one unit)
Article 8. Shareholders of the Company who holdshares less than one unit may not exercise
any rights other than the rights listed
below with respect to their shares lessthan one unit:(1) The rights set forth in each of theitems of Article 189, Paragraph 2 of
the Companies Act;
(2) The right to make a request pursuant
to Article 166, Paragraph 1 of theCompanies Act; and(3) The right to receive an allotment ofoffered shares and offered stockacquisition rights in proportion to thenumber of shares held by suchshareholder<Deleted>

Article 9 to Article 14 (Omitted)

Article 7 to Article 12 (No change)(Measures for electronic provision, etc.)
Article 15. In the convocation of general meetingsof shareholders, the Company shallprovide information that is the content ofReference Documents for the General
Meetingof
Shareholders,etc.
electronically.
2. Of the matters to be provided
electronically, the Company may choose
not to include all or part of matters
stipulated in the Ordinance of Ministry ofJustice in the physical documents to besent to shareholders who have requested
them by the record date for voting rights.
Article 16 to Article 45 (Omitted)<Deleted>

Article 13 to Article 42 (No change)End- 24 -