Daibiru : Notice of Convocation of the Extraordinary Shareholders’ Meeting

[Translation]

Date and Time March 29 (Tue.), 2022 10:00 a.m. (Japan time)

Place

4F Daibiru Honkan Building, Rental Meeting Room 1

6-32, Nakanoshima 3-chome,Kita-ku,Osaka-shi

Other

・Points of Attention on COVID-19-related Matters

Table of Contents

Notice of Convocation of the Extraordinary Shareholders' Meeting…………1

Reference Documents for the Shareholders' Meeting…………………………50

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(Securities Code 8806)

March 14, 2022

To Shareholders with Voting Rights:

Toshiyuki Sonobe

Representative Director

President Chief Executive Officer

6-32, Nakanoshima 3-chome,

Kita-ku,Osaka-shi

DAIBIRU CORPORATION

Notice of Convocation of the Extraordinary Shareholders' Meeting

Dear Shareholders:

We would like to express our sincere appreciation for your continued support and patronage.

DAIBIRU CORPORATION (the "Company") hereby notifies you of the convocation of an extraordinary shareholders' meeting as follows (the "Extraordinary Shareholders' Meeting").

In order to prevent the spread of COVID-19, we would like to ask you to consider your health condition as a top priority and to determine whether to attend the shareholders' meeting in person.

Instead of your attendance, you may exercise your voting rights in writing or through the Internet. We would like to ask you to take the time to look over the Reference Documents for the Shareholders' Meeting below and to exercise your voting rights by no later than 5 p.m., March 28 (Mon.), 2022 (Japan Standard Time) in accordance with the guide below.

1. Date and Time: March 29 (Tue.), 2022, 10:00 a.m. (Japan Standard Time)

1. Meeting Agendas and Proposals to be Resolved:

1. To exercise your voting rights in writing
   Please signify your approval or disapproval in the Form for Exercise of Voting Rights enclosed herewith and return the same to be arrived by no later than 5 p.m., March 28 (Mon.), 2022 (Japan Standard Time).

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1. To exercise your voting rights through the Internet
   If you are to exercise your voting rights through the Internet, please see "Guide to Exercise Your Voting Rights through the Internet" in the Attachment (p.3) and exercise your voting rights by no later than 5 p.m., March 28 (Mon.), 2022 (Japan Standard Time).

• If you attend the meeting in person, please take a moment to submit the Form for Exercise of Voting Rights enclosed herewith to the reception desk.
• Upon the occurrence of any event which may cause a revision of the Reference Documents for the Shareholders' Meeting, the revised versions will be posted on the Company's website on the Internet (http://www.daibiru.co.jp/).

• If you attend the meeting in person, please bring and wear a mask. Also, we would appreciate your cooperation for the measures necessary to ensure shareholders' safety and prevent the infection spread in the venue of the shareholders' meeting that may be taken based on the Company's determination.
• Seats in the venue will be arranged with a certain distance; accordingly, there may be a possibility of not being able to prepare the sufficient number of seats. Please pardon the inconvenience if that is the case.
• The Company's officers and operation staff of the shareholders' meeting will handle the meeting wearing a mask after checking the body temperature and health condition.
• In order to shorten the shareholders' time spent in the venue as much as possible, we seek a smooth proceedings. Your understanding and cooperation will be very much appreciated.
• There is a possibility to change the venue and operation methods of the Extraordinary Shareholders' Meeting depending on the condition of infection spread or announcements from the government or other authority by the day of the shareholders' meeting. Upon the occurrence of any change, such contents will be posted on the Company's website on the Internet (http://www.daibiru.co.jp/).

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Reference Documents for the Shareholders' Meeting

Agendas and Reference Information

First Agenda: Matters Regarding Share Consolidation

1. Reasons for 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 (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 above, although the Tender Offer was successfully completed, since MOL could neither acquire all of the Company Shares (excluding the treasury shares held by the Company) nor 90% or more of the number of the voting rights of all of the Company's Shareholders, at the request of MOL, the Company resolved at the board of directors meeting (the "Board of Directors Meeting") held on February 25, 2022 to submit to the Extraordinary Shareholders' Meeting the proposal that 22,929,680 shares of the Company Shares be consolidated into one share (the "Share Consolidation") to make MOL the sole shareholder of the Company subject to the Company's shareholders' approval at the Extraordinary Shareholders' Meeting.

As a result of the Share Consolidation, the number of the Company Shares to be owned by the Company's shareholders other than MOL will be fractional shares less than one share.

1. Purposes and Background for the Transactions including the Tender Offer

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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", "(4) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interest" in "3. Matters Regarding Appropriateness of the Provision of the Matters Listed in Item (1) of Article 180, Paragraph 2 of the Companies Act" 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

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