Iino Kaiun Kaisha : Announcement of Taking Over a Capital Increase of Our Overseas Consolidated Subsidiary and its Acquisition of Shares of a Company

March 25, 2024

Company Name Representative Stock Code

• : IINO Kaiun Kaisha, Ltd. (IINO Lines)

• : Yusuke Otani, President

• : 9119 (shares listed on the Tokyo Stock Exchange Prime)

  Contact

• : Akiko Hayama, General Manager, Stakeholder Relations Department

  Telephone

• : [phone]

Announcement of Taking Over a Capital Increase of Our Overseas Consolidated Subsidiary and its Acquisition of Shares of a Company

IINO Kaiun Kaisha, Ltd. (the Company) hereby announces that it has decided today at the Board of Directors Meeting to take over a capital increase of IKK UK 2 LTD (the Subsidiary), a consolidated subsidiary of the Company, and the Subsidiary to acquire shares in Strand 111 S.à r.l. (the Purpose Company), a Luxembourg-based company. As a result of this capital increase and its share acquisition, the amount of the capital of the Subsidiary and the amount of the capital or shareholding in the Purpose Company will be more than 10％ of the capital of the Company, and the Subsidiary and the Purpose

Company will become our specified subsidiaries.

1. Reason for capital increase of the Subsidiary and acquisition of shares of the Purpose Company The Company aims to expand its global business by acquiring an office building in London, UK in 2020 and investing in a property development project in the US in 2022, while promoting an overseas property business focused on the UK and US, where there is a high level of transparency. With property prices in London at a relatively low level, we had been considering the acquisition of a second office building as a core property that can be expected to generate stable income to further expand our business. And the Company has decided to acquire shares in the Purpose Company that owns a property in Covent Garden, a highly rated office/area of central London with a long-term lease and an EPC (Energy Performance Certificate) (note 1) rating of B, second only to the highest A rating for environmental performance. In connection with this share acquisition, the Company will issue a capital increase to the Subsidiary as described below and it will acquire 100% of the shares of the Purpose Company.

(Note 1) EPC (Energy Performance Certificate): A certificate representing the official energy efficiency rating of a property, issued by a UK government-approved organization. It is graded on a seven-point scale from the highest A to the lowest G.

2. Outline of the Subsidiary to be transferred

Name	IKK UK 2 LTD
Location	Haslers Hawke House, Old Station Road, Loughton, Essex, United Kingdom, IG10 4PL
Title and name of representative	Managing Director Kazusuke Oshima
Business	Real estate business
Capital before capital increase	£ 1,000
Date of establishment	December 14, 2023
Accounting period	December
Major shareholders and investment composition	100% by the Company

3. Details of the capital increase to the Subsidiary
(1) Amount to be paid:	£ 20,000,000
(2) Payment date:	March 25, 2024 (scheduled)
(3) Amount of capital after capital increase:	£ 20,001,000
(4) Investment ratio after capital increase:	100% by the Company
4. Date of change in Subsidiary
March 25, 2024 (scheduled)

5. Overview of Strand 111 S.à r.l. of which the Subsidiary plans to acquire shares

Name	Strand 111 S.à r.l.
Location	4, rue Robert Stumper L-2557 Luxembourg Grand Duchy of Luxembourg
Title and name of representative	Manager : Gilles Hoffmann Manager : Philip Gittins
Business	Real estate business
Amount of capital or investment	£ 6,970,196 (note 2)
Date of establishment	August 3, 2018
Major shareholders and investment composition	Strand 111 SV S.à r.l. 100%.
Relationship between the listed company and the Purpose Company	Capital ties	Not applicable.
Personal relations	One executive officer will concurrently serve as an officer of the Purpose Company.
Business relations	Not applicable.
Operating results and financial position of the Purpose Company for the past three years (note 3)
Accounting period	Yearended December31,2021	Yearended December31,2022	Yearended December31,2023
Net assets	£ 5 million	(£ 7 million)	(£ 10 million)
Total assets	£ 67 million	£ 56 million	£ 52 million
Net sales	£ 1 million	£ 3 million	£ 3 million
Gross profit	£ 0 million	£ 1 million	£ 2 million
Net income (loss)	(£ 1 million)	(£ 12 million)	(£ 6 million)

(Note 2) By the completion of the acquisition of the shares, the Seller will increase the capital of the Purpose Company as a condition of the transaction and the insolvency will be discharged and the amount of capital or investment on completion of the transaction is expected to be £ 21,970,196.

(Note 3) Figures for the financial results for the year ended December 31, 2023 are unaudited.

The net loss as of December 2023 shown in the table is expected to be converted to a profitable position as a result of the change in capital structure associated with theacquisition of the Purpose Company.

6. Outline of the counterparty of the share acquisition

Name	Strand 111 SV S.àr.l.
Location	4, rue Robert Stumper L-2557 Luxembourg Grand Duchy of Luxembourg
Title and name of representative	Manager : Gilles Hoffmann Manager : Philip Gittins
Business	Real estate business
Major shareholders and investment composition	Strand 111 LP 100%.
Relationship between the listed company and the Company concerned	Capital ties	Not applicable.
Personal relations	Not applicable.
Business relations	Not applicable.
Related party status	Not applicable.

(Note) The capital, date of incorporation, net assets and total assets of the relevant company for the previous financial year have not been disclosed and are therefore omitted.

7. Number of shares held prior to share acquisition, number of shares acquired and acquisition price

• (1) Number of shares before share acquisition: - shares

• (2) Number of shares acquired: 2,453,055 shares (100% of voting rights)

• (3) Acquisition price: £2,625,255 (scheduled)

8.

Schedule

• (1) Date of contract:

  March 26, 2024 (scheduled)

• (2) Date of share transfer:

March 28, 2024 (scheduled)

9. Impact on business performance

The impact of the capital increase of the overseas subsidiary and the acquisition of the Purpose

Company's shares on our consolidated financial results for the fiscal year ending March 31, 2024 is immaterial.

(Reference) Summary of the office building owned by the Purpose Company

Name:	111 STRAND
Location:	111 Strand London WC2R 0AG
Purpose:	Office and stores
Floors:	7 floors aboveground and 1 basement floor
Leasable Area:	Approx. 3,510 ㎡
Completion Year:	2002

End