Daibiru : Announcement of Extraordinary Shareholders’ Meeting Regarding Share Consolidation, Abolishment of the Provisions on Number of Share per Trading Unit and Partial Amendment to Articles of Incorporation

Announcement of Extraordinary Shareholders' Meeting Regarding Share

Consolidation, Abolishment of the Provisions on Number of Share per Trading Unit

and Partial Amendment to Articles of Incorporation

DAIBIRU CORPORATION (the "Company") hereby announces that it decided at its board of directors meeting held today (the "Board of Directors Meeting") to convene an extraordinary shareholders' meeting to be held on March 29, 2022 (the "Extraordinary Shareholders' Meeting") and to submit the 1st agenda "Matters Regarding Share Consolidation" and the 2nd agenda "Matters Regarding Partial Amendment to Articles of Incorporation" to the Extraordinary Shareholders' Meeting.

The common stock in the Company (the "Company Shares") will satisfy the delisting criteria prescribed in the securities exchange listing rules set out by the Tokyo Stock Exchange, Inc. (the "TSE") through the procedures set forth above. After such procedures, the Company Shares will be designated as a stock to be delisted from March 29, 2022 to April 25, 2022, and will be delisted on April 26, 2022. Please note that the Company Shares will no longer be traded on the First Section of the TSE after the delisting.

1. Date and Venue of the Extraordinary Shareholders' Meeting

2. Venue: 4F Daibiru Honkan Building, Rental Meeting Room 1 3-6-32, Nakanoshima, Kita-ku, Osaka

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1. Agenda for the Extraordinary Shareholders' Meeting

Proposals to be Resolved:

1. Share Consolidation

1. Purposes and Reasons for Share Consolidation

As the Company announced in the "Announcement of Opinion Supporting Tender Offer for Shares in the Company by Mitsui O.S.K. Lines, Ltd., the Controlling Shareholder, and Recommendation for our Shareholders to Tender their Shares in Tender Offer" published on November 30, 2021 (the "Company's Opinion Expressing Press Release"), Mitsui O.S.K. Lines, Ltd. ("MOL") acquired all of the Company Shares (excluding the Company Shares held by MOL and the treasury shares held by the Company) and implemented the tender offer for the Company Shares (the "Tender Offer") of which period was 30 business days starting on December 1, 2021 and ending on January 18, 2022 (the "Tender Offer Period") as a part of the transactions to make the Company its wholly-owned subsidiary (the "Transactions").

As the Company announced in the "Announcement of the Result of the Tender Offer for Shares in the Company by Mitsui O.S.K. Lines, Ltd., the Controlling Shareholder" published on January 19, 2022, as a result of the completion of the Tender Offer, MOL owns 94,728,405 shares of the Company Shares (proportion of voting rights (Note 1): 82.60%) as of January 25, 2022, the commencement date of settlement of the Tender Offer.

Note 1: "Proportion of voting rights" means the percentage (rounded up or down to the nearest two decimal places) of the number of voting rights (1,146,837 voting rights) conferred by the difference (114,683,767 shares) of the total number of issued shares of the Company as of September 30, 2021 (115,051,049 shares) stated in the "Q2 Report for the 150th fiscal year" filed by the Company on November 12, 2021 less the number of treasury shares held by the Company as of September 30, 2021 (367,282 shares). The same applies hereinafter.

As described in "(C) Decision-Making Process and Reasoning of the Company", "(2) Grounds and Reasons for the Opinion on the Tender Offer" in "3. Details of and Grounds and Reasons for the Opinion on the Tender Offer" in the Company's Opinion Expressing Press Release, the Company determined at its board of directors meeting held on November 30, 2021 that the Transactions including the Tender Offer would contribute to enhancing the corporate value of the Company Group (Note 2) and that the terms of the Transactions, including the price of each share of the Company Share for the Tender Offer (the "Tender Offer Price"), are appropriate, expressed its opinion supporting the Tender Offer and resolved to recommend that its shareholders tender their shares in the Tender Offer on the following background and the following reasons. For the methods of resolution at the board of directors meeting set forth above, see "(H) Approval of All Disinterested Directors of the Company and Opinion of All Disinterested Corporate Auditors that They Had No Objection at the Company", "(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Basis, etc. for Amount of Money Expected to be Delivered to

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Shareholders after Treatment of Fractional Shares Resulting from Share Consolidation" below.

Note 2: "The Company Group" collectively refers to the Company and its consolidated affiliates. The same applies below. As of September 30, 2021, the Company Group consists of 15 consolidated affiliates (all of which are consolidated subsidiaries).

After being initially approached by MOL regarding the Transactions on August 31, 2021, to positively deliberate on the Transactions, the Company formed the Special Committee (defined below) by a resolution of the board of directors meeting of the Company held on September 16, and then agreed to proceed with the consultation with MOL and began specific consultations between the staff of the Company and MOL regarding the Transactions as described in "(B) Background, Purpose, and Decision-Making Process with respect to Conducting the Tender Offer, and Management Policy After the Tender Offer", "(2) Grounds and Reasons for the Opinion on the Tender Offer" in "3. Details of and Grounds and Reasons for the Opinion on the Tender Offer" in the Company's Opinion Expressing Press Release. When beginning discussions with MOL with respect to the Transactions, in light of the fact that the Company is a consolidated subsidiary of MOL and the Transactions therefore constitute transactions which typically have problems including a structural conflict of interest and information asymmetry, in early September 2021 the Company appointed Nomura Securities Co., Ltd. ("Nomura Securities" as its financial advisor and third-party appraiser and Anderson Mori & Tomotsune ("Anderson Mori & Tomotsune") as its legal advisor independent of the Company and MOL in order to address those problems, and immediately began constructing a system to deliberate, negotiate and make decisions regarding the Transactions from the perspective of enhancing the corporate value of the Company Group and protecting the interests of the Company's general shareholders, from a standpoint independent of MOL, based on the advice of that law firm.

Specifically, the Company began preparations toward establishing a special committee comprising its outside directors and outside Audit & Supervisory Board Members in early September 2021, and established a four-member special committee consisting of Mr. Atsushi Oi (Outside Director of the Company), Mr. Atsushi Miyanoya (Outside Director of the Company), Mr. Shigeki Taenaka (Outside Audit & Supervisory Board Member of the Company), and Mr. Tomoyuki Nishida (Outside Audit & Supervisory Board Member of the Company) (the "Special Committee") by a resolution of its board of directors meeting held on September 16, 2021 (for details, see "(B) Establishment by the Company of an Independent Special Committee and Procurement by the Company of the Report from the Special Committee", "(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Basis, etc. for Amount of Money Expected to be Delivered to Shareholders after Treatment of Fractional Shares Resulting from Share Consolidation" below), and asked the Special Committee (i) whether the objectives of the Transactions are appropriate and reasonable (including whether the Transactions will contribute to enhancing the corporate value of the Company), (ii) whether the fairness and appropriateness of the terms of the Transactions (including the purchase, etc. price in the Tender Offer) is ensured, (iii) whether sufficient consideration has been made for the interests of the Company's shareholders, by fair procedures, in connection with the Transactions, (iv) whether, in addition to (i) through (iii) above, the decision of the Company's board of directors with respect to the

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Transactions is not disadvantageous to the Company's minority shareholders, and (v) whether the Company's board of directors should support the Tender Offer and recommend that the Company's shareholders tender their shares in the Tender Offer (collectively, the "Consulted Matters"). In addition, when establishing the Special Committee, the Company's board of directors gave the Special Committee the status of an organ of the Company independent of the board of directors, and resolved that (i) the decision-making of the Company's board of directors with respect to the Transactions will respect the content of the Special Committee's judgment as delegated by the Company's board of directors, and that in particular, if the Special Committee judges the terms of the Transactions to be inappropriate, the Company's board of directors will not support the Transactions under those terms, (ii) when negotiating the Tender Offer Price and other terms of the Transactions with MOL, the Company will make timely reports to the Special Committee and receive its opinions, instructions and requests at important junctures, (iii) the Special Committee may, as it considers necessary, appoint its own attorneys-at-law, valuation organization, certified public accountants, financial advisors, and other advisors at the Company's cost, (iv) the Special Committee may conduct investigations in connection with its duties (including asking questions and requesting explanations and advice from the officers and employees of the Company connected to the Transactions and the advisors of the Company connected to the Transactions, regarding matters of necessity for the Special Committee's duties) at the Company's cost, and (v) the Company grants to the Special Committee the authority to negotiate directly with MOL regarding the Tender Offer Price and other terms of the Transactions, as necessary (with respect to the board of directors resolution, see "(B) Establishment by the Company of an Independent Special Committee and Procurement by the Company of the Report from the Special Committee", "(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Basis, etc. for Amount of Money Expected to be Delivered to Shareholders after Treatment of Fractional Shares Resulting from Share Consolidation" below). As stated in "(B) Establishment by the Company of an Independent Special Committee and Procurement by the Company of the Report from the Special Committee", "(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Basis, etc. for Amount of Money Expected to be Delivered to Shareholders after Treatment of Fractional Shares Less Than One Share Resulting from Share Consolidation" below, using the powers described above, the Special Committee appointed Nakamura, Tsunoda & Matsumoto as its own legal advisor, and Plutus Consulting Co., Ltd. ("Plutus") as its own financial advisor on September 16, 2021.

As stated in "(B) Establishment by the Company of an Independent Special Committee and Procurement by the Company of the Report from the Special Committee", "(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Basis, etc. for Amount of Money Expected to be Delivered to Shareholders after Treatment of Fractional Shares Resulting from Share Consolidation" below, it was confirmed at the first meeting of the Special Committee on September 16, 2021 that there are no problems with respect to the independence and expertise of Nomura Securities as the financial advisor and third-party valuation organization of the Company and Anderson Mori & Tomotsune as the legal advisor of the Company, and the Company received approval for their appointment.

In addition, MOL constructed an internal system to deliberate, negotiate and make decisions regarding the Transactions from a standpoint independent of MOL (including the extent of

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involvement and duties of officers and employees of MOL in deliberation, negotiation, and decision-making regarding the Transactions), and received the Special Committee's confirmation to the effect that there are no problems from the perspective of the independence or fairness of that deliberation system (for the details of that deliberation system, see "(G) Establishment of an Independent Structure for Review at the Company", "(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Basis, etc. for Amount of Money Expected to be Delivered to Shareholders after Treatment of Fractional Shares Less Than One Share Resulting from Share Consolidation" below).

The Company received a report on the results of valuation of the Company Shares and advice on the negotiation policy with MOL and other advice from a financial standpoint from Nomura Securities, and guidance on measures to ensure the fairness of procedures related to the Transactions and other legal advice from Anderson Mori & Tomotsune, based on which it carefully deliberated the merits of the Transactions and the appropriateness of the transaction terms.

After receiving an initial proposal from MOL on August 31, 2021, and forming the Special Committee by a resolution of the board of directors meeting of the Company held on September 16, the Company consulted and negotiated with MOL on an ongoing basis regarding the terms of the Transactions. Specifically, on September 30, the Company received a proposal from MOL for a Tender Offer Price of 2,000 yen per share. On October 18, the Company requested that MOL reconsider the Tender Offer Price because the premium offered on the share price of the Company Shares is not sufficient compared to other similar transactions to the Transactions in which a controlling shareholder makes the Company its wholly owned subsidiary, and the Tender Offer Price cannot be considered reasonable in light of the results of share valuation by the financial advisor of the Company and its special committee, and on October 27 it received a proposal from MOL for a Tender Offer Price of 2,050 yen per share. On November 8, the Company again requested that MOL reconsider its proposal for the same reasons as above. On November 17, the Company received a final proposal from MOL for a Tender Offer Price of 2,100 yen per share. On November 24, the Company made a counter-offer requesting that the Tender Offer Price be increased to 2,200 yen for the same reasons as above, and MOL responded on November 25 to the effect that it would accept that counter-offer on the condition that that the board of directors of the Company resolves to support the Tender Offer and recommend that the Company's general shareholders tender their shares in the Tender Offer, and that no matter occurs or is discovered on or before the date of the announcement of the Tender Offer that would have a material adverse effect on the decision of MOL. On November 29, the parties agreed on a Tender Offer Price of 2,200 yen per share, subject to approval by the Special Committee at the Company's board of directors meeting to be held on November 30, 2021.

Based on the above background, at its board of directors meeting held on November 30, 2021, the Company carefully discussed and deliberated the series of procedures involved in the Transactions including the Tender Offer and the terms of the Transactions, concerning whether the Transactions would contribute to enhancing the corporate value of the Company and whether the terms of the Transactions, including the Tender Offer Price, are appropriate, based on the legal advice received from Anderson Mori & Tomotsune, the advice from a financial standpoint and the content of the report on the results of valuation of the Company

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