Itochu : Announcement in Relation to Commencement of Tender Offer for Shares in DAIKEN CORPORATION (Code No. 7905)

August 10, 2023

ITOCHU Corporation

(Code No.: 8001, Prime Market)

This document is an English translation

of a statement written originally in Japanese. The Japanese original should be considered as the primary version.

Representative Director and President and Chief Operating Officer: Keita Ishii

Contact: Suguru Amano

General Manager, Investor Relations Division

(TEL. [phone])

BP Investment Godo Kaisha

Representative Member: ITOCHU Corporation

Person Acting in its Capacity: Takashi Ozawa

Contact: Same as above

Announcement in Relation to Commencement of Tender Offer for Shares in DAIKEN CORPORATION (Code No. 7905)

ITOCHU Corporation ("ITOCHU") hereby announces that BP Investment Godo Kaisha (head office location: Minato-

ku, Tokyo, Representative Member: ITOCHU, Person acting in its capacity: Takashi Ozawa, the "Tender Offeror"; collectively with ITOCHU, "ITOCHU et al."), a godo kaisha wholly-owned by ITOCHU, decided to acquire the common shares of DAIKEN CORPORATION (Prime Market (the "Prime Market") of Tokyo Stock Exchange, Inc. (the exchange underwent entity conversion from a securities membership corporation to a joint stock company in November 2001; collectively with the same exchange before the entity conversion, the "TSE"), Code No. 7905; the "Target Company") (such commons shares, the "Target Company Shares") by way of a tender offer (the "Tender Offer") as stipulated in the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act").

This document is disclosed by ITOCHU in accordance with the Securities Listing Regulations, and also serves as an official announcement pursuant to Article 30, paragraph 1, item (iv) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the "Order") based on the request of the Tender Offeror to ITOCHU (the parent company of the Tender Offeror).

1. Outline of the Tender Offeror (BP Investment Godo Kaisha)

(1)	Name	BP Investment Godo Kaisha
(2)	Location	2-5-1Kita-Aoyama,Minato-ku, Tokyo
(3) Title and Name of	Representative Member: ITOCHU Corporation
Representative	Person acting in its capacity: Takashi Ozawa
(4)	Description of	1. Controlling and managing of business activities of companies by holding shares or
Business Activities	interests in such companies; and
		2. Any and all businesses incidental or relating to the foregoing
(5)	Capital	One (1) yen (as of today)

2. Purpose of the Tender Offer, etc.

1. Outline of the Tender Offer

The Tender Offeror was established as BP Investment Kabushiki Kaisha on February 17, 2023 primarily for the purpose of acquiring and holding the share certificates, etc. of the Target Company through the Tender Offer, and underwent an entity conversion into BP Investment Godo Kaisha on July 4, 2023, and is a Godo Kaisha (limited liability company) that ITOCHU holds a 100% stake in. From the viewpoint of ensuring flexibility in the Target Company's future capital policy after the Transaction (to be defined below), ITOCHU decided to make the special purpose acquisition company to be incorporated for the Transaction in late January 2023 to be the party carrying out the Tender Offer, and has made

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the Tender Offeror the party carrying out the Tender Offer. As of today, the Tender Offeror does not hold any Target Company Shares, which are listed on the Prime Market, while, as of today, ITOCHU, which is the parent company and a specially related party (a person set forth in Article 27-2, paragraph 7 of the Act) of the Tender Offeror, holds 9,475,300 Target Company Shares (Ownership Ratio (Note 1): 36.34% (rounded to two decimal places; hereinafter the same applies to the calculation of Ownership Ratio), and the Target Company is an affiliate of ITOCHU.

(Note 1) "Ownership Ratio" means the ratio of the relevant Target Company Shares held by the applicable person to the number of shares (26,071,888 shares) remaining after subtracting the number of treasury shares (1,008,155 shares) held by the Target Company as of June 30, 2023 from the total number of issued shares of the Target Company (27,080,043 shares) as of the same date, both of which are disclosed in the "Consults for the Three Months Ended June 30, 2023〔Under Japanese GAAP〕(Consolidated Accounting)" filed by the Target Company today (the "Target Company's Quarterly Financial Results").

The Tender Offeror decided to commence the Tender Offer as part of a series of transactions (the "Transaction") in order to acquire all Target Company Shares (excluding the Target Company Shares held by ITOCHU and the treasury shares held by the Target Company) and take the Target Company private, with the Target Company's shareholders comprising only of ITOCHU et al., at 3,000 yen per share (as per the Target Company Shares of the Tender Offer referred to as the "Tender Offer Price").

In the Tender Offer, the Tender Offeror has set a lower limit of 8,298,295 shares (Ownership Ratio: 31.83%) (Note 2) on the number of shares to be purchased through the Tender Offer. If the total number of shares that are offered for sale in response to the Tender Offer (the "Tendered Shares") falls short of the lower limit on the number of shares to be purchased through the Tender Offer, none of the Tendered Shares will be purchased. On the other hand, as the Tender Offer purports to take the Target Company private, the Tender Offeror has not set an upper limit on the number of shares to be purchased, and if the total number of the Tendered Shares is equal to or is more than the lower limit of the number of shares to be purchased, all the Tendered Shares will be purchased.

Should the Tender Offeror fail to acquire all Target Company Shares (excluding the Target Company Shares held by ITOCHU, and the treasury shares held by the Target Company) through the Tender Offer, after the completion of the

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Tender Offer, the Tender Offeror plans to implement a series of procedures (the "Squeeze-Out Procedures") resulting in the Target Company's shareholders comprising of only ITOCHU et al., as stated in "(5) Policies for Reorganization after the Completion of the Tender Offer (Matters Concerning the So-Called"Two-Step Acquisition")" below. For purposes of ensuring funds to carry out the Transaction, the Tender Offeror plans to receive an investment from ITOCHU and a loan from ITOCHU Treasury Corporation (head office location: Minato-ku, Tokyo) by two (2) business days prior to the commencement date of settlement of the Tender Offer.

(Note 2) The lower limit on the number of shares to be purchased (8,298,295 shares) is the majority (8,298,295 shares) of the number of shares (16,596,588 shares) as calculated by the following formula: ((a) -(b)) - (c); where (a) is the total number of issued shares of the Target Company (27,080,043 shares) as of June 30, 2023 as stated in the Target Company's Quarterly Financial Results, (b) is the number of treasury shares

(1,008,155 shares) held by the Target Company as of the same date as stated in the Target Company's Quarterly Financial Results, with the number of shares after subtracting (b) from (a) being (26,071,888 shares), and (c) is the number of the Target Company Shares (9,475,300 shares) held by ITOCHU, the Tender Offeror's parent company, as of today. Such lower limit on the number of shares to be purchased is the number equivalent to the majority of the number of the Target Company Shares held by the Target Company's shareholders who do not have conflicts of interest with ITOCHU et al., or a "Majority of Minority". As stated in "(I) Background, Purpose and Decision-Making Process of the Decision to Conduct the Tender Offer" of "(2) Background, Purpose and Decision-Making Process of the Decision to Conduct the Tender Offer, and Management Policy Following Completion of the Tender Offer" below, taking into account the consultations and negotiations with the Target Company, ITOCHU et al. will value the decisions of the Target Company's minority shareholders (general shareholders) through ensuring that the Tender Offer will not be completed if approval of the majority of the Target Company's shareholders who do not have conflicts of interest with ITOCHU et al., cannot be obtained. The Transaction purports to take the Target Company private. Upon implementation of the procedures for share consolidation described in "(5) Policies for Reorganization after the Completion of the Tender Offer (Matters Concerning the So-Called"Two-Step Acquisition")" below, a special resolution at the shareholders meeting set forth in Article 309, paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended, the "Companies Act") will be required. If the lower limit on the number of shares to be purchased above has been met and the Tender Offer has been completed, then ITOCHU et al. would hold two-thirds (173,812) or more of the number of voting rights of all shareholders of the Target Company, thus ensuring the passage of the special resolution.

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As of today, the Target Company Shares are listed on the Prime Market. However, as stated in "(6) The Possibility of Delisting and Reasons Thereof" below, the Target Company Shares may be delisted depending on the results of the Tender Offer after following the designated procedures pursuant to the delisting standards of the TSE. Even if the delisting standards do not apply to the Target Company Shares at the time of the completion of the Tender Offer, the Tender Offeror plans to implement procedures in order to acquire all Target Company Shares (excluding the Target Company Shares held by ITOCHU, and the treasury shares held by the Target Company), as described in "(5) Policies for Reorganization after the Completion of the Tender Offer (Matters Concerning the So-Called"Two-Step Acquisition")" below after the completion of the Tender Offer. In such cases, the Target Company Shares will be delisted following the designated procedures pursuant to the delisting standards of the TSE.

According to the "Announcement of Opinion in Support of the Tender Offer for the Company Shares by BP Investment Godo Kaisha and Recommendation for our Shareholders to Tender their Shares in the Tender Offer " published by the Target Company (the "Target Company Press Release") today, the Target Company decided at the board of directors' meeting held on that same day that the Transaction contributes to enhancement of the corporate value of the Target Company, and made a resolution declaring the Target Company's opinion supporting the Tender Offer, and to recommend to its shareholders that they tender their shares in the Tender Offer.

For details regarding the process of the Target Company's decision-making, please see "(vii) Approval of all Target Company Directors (including directors who are audit and supervisory committee members) Without Conflicts of Interest" in "(Measures to Ensure Fairness of the Tender Offer, Including Measures to Ensure Fairness of the Tender Offer Price and Avoid Conflicts of Interest)" in "(II) Background of Valuation" in "(4). Basis for Valuation of Tender Offer Prices" in "3. Overview of the Tender Offer" below.

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