ITOCHU Techno : Announcement of Special Shareholders’ Meeting Concerning Share Consolidation, Abolishment of Provisions regarding Number of Shares Constituting One Unit, and Partial Amendment to Articles of Incorporation

[Translation]

October 16, 2023

Company	ITOCHU Techno-Solutions Corporation
name:
Representative:	Ichiro Tsuge, President & CEO
	(Securities Code: 4739, TSE Prime Market)
Inquiries:	Hiroaki Tomimoto, General Manager,
	General Affairs Department
	([phone])

Announcement of Special Shareholders' Meeting Concerning Share Consolidation,

Abolishment of Provisions regarding Number of Shares Constituting One Unit, and Partial

Amendment to Articles of Incorporation

ITOCHU Techno-Solutions Corporation (the "Company") announced in the "Announcement of Setting of Record Date for Convocation of Special Shareholders' Meeting" dated September 13, 2023 that the Company will hold a special shareholder's meeting in mid-November 2023 with a record date of September 30, 2023 (the "Special Shareholders' Meeting").

With respect to the Special Shareholder's Meeting, the Company hereby announces that it has decided, by a resolution of its board of directors as of today, to convene the Special Shareholders' meeting and to submit to the Special Shareholders' meeting proposals regarding a share consolidation, abolishment of the provisions regarding the number of shares constituting one unit, and partial amendment to the Articles of Incorporation as described below.

The common shares of the Company (the "Company Shares") will come to fall under the delisting criteria provided for in the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. (the "TSE") in the course of the above procedures. As a result, after the Company Shares are designated as "stocks to be delisted" during the period from November 14, 2023 to November 30, 2023, they will be delisted as of December 1, 2023. Please note that after delisting, the Company Shares will no longer be traded on the Prime Market of TSE.

1. Date, Time, and Venue of the Special Shareholders' Meeting

1. Time and Date: 10:00 a.m. on Tuesday, November 14, 2023

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2. Venue: Bellesalle Shiodome 2F Hall

Sumitomo Fudosan Shiodome Hamarikyu Building, 8-21-1 Ginza, Chuo-ku, Tokyo

1. Proposals to be Submitted to the Special Shareholders' Meeting

Matters to be Resolved:

Proposal 1:

Share Consolidation

Proposal 2: Partial Amendment to the Articles of Incorporation

1. Share Consolidation

1. Purposes of and Reasons for the Share Consolidation

As the Company announced in the "Announcement of Opinion in Support of the Tender Offer for the Company Shares by Digital Value Chain Partners, GK, a Subsidiary of ITOCHU Corporation, the Parent Company and Recommendation for our Shareholders to Tender their Shares in the Tender Offer" released on August 2, 2023 by the Company (the "Press Release"), Digital Value Chain Partners, GK (the "Tender Offeror") conducted a tender offer (the "Tender Offer") for the Company Shares by setting the tender offer period in the Tender Offer (the "Tender Offer Period") to be 30 business days from August 3, 2023 to September 14, 2023, as part of a series of transactions for the purpose of having the Company's shareholders comprise only of the Tender Offeror and ITOCHU Corporation ("ITOCHU"; collectively with the Tender Offeror, the "Tender Offerors"), and taking the Company private (such transactions are hereinafter referred to as the "Transaction").

As a result of the Tender Offer, the Tender Offeror came to hold 57,099,146 Company Shares (Ownership Ratio (Note 1): 24.69%) as of September 22, 2023, which is the commencement date of the settlement of the Tender Offer.

(Note 1) "Ownership Ratio" means the percentage (rounded up or down to the nearest two decimal places) of the difference (231,227,366 shares) of the total number of issued shares of the Company as of June 30, 2023 (240,000,000 shares) stated in the "Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2024 (IFRS)" released on August 2, 2023 by the Company less the number of treasury shares held by the Company as of June 30, 2023 (8,772,634 shares; such treasury shares do not include 145,100 shares held by Mizuho Trust & Banking Co., Ltd. (re-trustee: Custody Bank of Japan, Ltd.), which has been delegated by the Company, pursuant to the "Board Benefit Trust" ("BBT"), which is a performance-based stock incentive plan for Directors and Managing Executive Officers of the Company (excluding part-time directors, outside directors, and nonresidents of Japan)); the same applies hereinafter to statements of the Ownership Ratio, unless otherwise specified.

As announced in the Press Release, on March 7, 2023, the Company received from ITOCHU, the parent company of the Tender Offeror, a notice to the effect that ITOCHU had commenced deliberating on the implementation of the Transaction. Accordingly, in deliberating on the

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Transaction, and consulting and negotiating with ITOCHU regarding the Transaction, given that ITOCHU is a controlling shareholder of the Company (parent company), whose Ownership Ratio of the Company Shares is 61.24%, and the Transaction (including the Tender Offer) constitutes a material transaction, etc. with a controlling shareholder, and the Transaction constitutes transactions that typically involve structural conflict of interest issues and information asymmetry issues, in order to address those issues and to ensure the fairness of the Transaction, the Company appointed in early March, 2023 (i) Mori Hamada & Matsumoto as its legal advisor independent of the ITOCHU Group (excluding the Tender Offeror and the Company Group (meaning the corporate group comprising the Company, 17 subsidiaries, and 13 affiliates, with a total of 31 companies (as of August 2, 2023) (hereinafter the same applies)) and the Tender Offeror (collectively, the "Tender Offeror, Etc."), and the Company Group, and (ii) Daiwa Securities Co. Ltd. ("Daiwa Securities") as its financial advisor and third-party valuation agent independent of the Tender Offeror, Etc. and the Company Group. The Company then received from ITOCHU once again a written proposal for the Transaction on April 4, 2023. In response to such proposal, in order to ensure the fairness of the Transaction, the Company immediately started establishing a framework for deliberating and negotiating and making decisions regarding the Transaction in terms of increasing its corporate value and securing the interests of general shareholders of the Company from a standpoint independent of ITOCHU, based on the advice of Mori Hamada & Matsumoto. Specifically, after preparation towards the establishment of a special committee as stated in "C. Establishment of an Independent Special Committee at the Company and Obtainment of a Report from the Special Committee" in "(3) Measures to Ensure the Fairness of the Transaction and Measures to Avoid Conflicts of Interest" in "3. Grounds for the Amount Expected to be Delivered to the Shareholders as a Result of the Handling of Fractions of Less Than One Share upon the Share Consolidation, and Other Relevant Matters" below, by a resolution of the board of directors meeting held on April 7, 2023, soon after the receipt of the written proposal from ITOCHU on April 4, 2023, the Company (i) established a special committee (the "Special Committee"), which consisted of three members, namely Mr. Yasuhiro Ikeda (an independent outside director of the Company), Ms. Aya Motomura (an independent outside director of the Company), and Mr. Katsuhiko Hara (an independent outside audit & supervisory board member of the Company) (for the process of the review, and details of decisions made by the Special Committee, please refer to "C. Establishment of an Independent Special Committee at the Company and Obtainment of a Report from the Special Committee" in "(3) Measures to Ensure the Fairness of the Transaction and Measures to Avoid Conflicts of Interest" in "3. Grounds for the Amount Expected to be Delivered to the Shareholders as a Result of the Handling of Fractions of Less Than One Share upon the Share Consolidation, and Other Relevant Matters" below.). The Company requested the Special Committee : (i) to deliberate on and determine regarding (a) whether the Transaction should be implemented from the perspective of enhancing the corporate value of the Company and (b) the reasonableness of the transaction terms and conditions and the fairness of the procedures from the viewpoint of securing the interests of the general shareholders of the Company, and then deliberate on and provide the Company's board of directors with advice regarding whether or not the Company's board of directors should approve the Transaction (including whether or not it should support the Tender Offer and whether or not it should recommend that shareholders of the Company tender their shares in the Tender Offer), and (ii) to deliberate on and provide the Company's board of directors with an opinion regarding whether the decision by the Company's board of directors on the implementation of the Transaction (including the expression by the Company's board of directors of an opinion in support of the Tender Offer and the recommendation to the Company's shareholders to tender their shares in the Tender Offer) is not disadvantageous to the minority shareholders of the Company (collectively, the "Inquired Matters"). In addition, the Company's board of directors resolved, upon establishing the Special Committee, (i) to give the highest degree of respect to the decisions of the Special Committee when making decisions on the Transaction (including the decision whether to support the Tender Offer) and (ii) if the Special Committee

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determines that the terms and conditions of the Transaction are not appropriate, not to approve the Transaction under those terms and conditions, and resolved to authorize the Special Committee (i) to be substantially involved in negotiations between the Company and ITOCHU (including, as necessary, giving instructions or requests about the Company's negotiation policy with ITOCHU), (ii) to appoint or nominate its own financial advisors or third-party valuation agents and legal advisors if necessary when deliberating and making decisions regarding the Inquired Matters (any expenses incurred in this case are to be borne by the Company) or to nominate or approve (including ex post facto approval) the Company's financial advisors, legal or other advisors and (iii) to receive from the Company's officers and employees and other persons whom the Special Committee considers necessary any information reasonably necessary for conducting the deliberations and making decisions regarding the Inquired Matters as necessary (please refer to "C. Establishment of an Independent Special Committee at the Company and Obtainment of a Report from the Special Committee" in "(3) Measures to Ensure the Fairness of the Transaction and Measures to Avoid Conflicts of Interest" in "3. Grounds for the Amount Expected to be Delivered to the Shareholders as a Result of the Handling of Fractions of Less Than One Share upon the Share Consolidation, and Other Relevant Matters" below on how these resolutions were made at this board of directors meeting.).

As stated in "C. Establishment of an Independent Special Committee at the Company and Obtainment of a Report from the Special Committee" in "(3) Measures to Ensure the Fairness of the Transaction and Measures to Avoid Conflicts of Interest" in "3. Grounds for the Amount Expected to be Delivered to the Shareholders as a Result of the Handling of Fractions of Less Than One Share upon the Share Consolidation, and Other Relevant Matters" below, the Special Committee determined on April 7, 2023 to appoint Shibata, Suzuki & Nakada as its own legal advisor and PLUTUS CONSULTING Co., Ltd. ("Plutus") as its own financial advisor and third- party valuation agent, based on the authority described above.

In addition, as stated in "C. Establishment of an Independent Special Committee at the Company and Obtainment of a Report from the Special Committee" in "(3) Measures to Ensure the Fairness of the Transaction and Measures to Avoid Conflicts of Interest" in "3. Grounds for the Amount Expected to be Delivered to the Shareholders as a Result of the Handling of Fractions of Less Than One Share upon the Share Consolidation, and Other Relevant Matters" below, the Special Committee confirmed that there were no concerns with respect to the independence from the Tender Offeror, Etc. and the Company Group, the expertise, accomplishments, and other matters concerning the Company's financial advisor and third-party valuation agent, Daiwa Securities, and the Company's legal advisor, Mori Hamada & Matsumoto, and approved the appointment of Daiwa Securities and Mori Hamada & Matsumoto.

Further, as stated in "G. Establishment of an Independent Deliberation Framework at the Company" in "(3) Measures to Ensure the Fairness of the Transaction and Measures to Avoid Conflicts of Interest" in "3. Grounds for the Amount Expected to be Delivered to the Shareholders as a Result of the Handling of Fractions of Less Than One Share upon the Share Consolidation, and Other Relevant Matters" below, the Company established an internal framework for deliberating, negotiating and making decisions regarding the Transaction (including the scope of the officers and employees of the Company involved in deliberating, negotiating and making decisions regarding the Transaction, and their duties) from a standpoint independent of the Tender Offeror, Etc., and obtained approval from the Special Committee that there were no concerns with respect to that deliberation framework from the standpoint of independence and fairness.

After that, the Company received advice from a financial point of view, including a report on the result of the valuation of the Company Shares and advice on the negotiation policy with ITOCHU, from Daiwa Securities and received legal advice, including advice on measures to

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ensure the fairness of the procedures in the Transaction, from Mori Hamada & Matsumoto and has carefully discussed and deliberated on whether to implement the Transaction and the reasonableness of the transaction terms and conditions, giving the highest degree of respect to the details of the opinion of the Special Committee.

Also, since the receipt of a proposal for the Transaction from ITOCHU on April 4, 2023, the Company continued to discuss and negotiate with ITOCHU on the terms and conditions of the Transaction, including the purchase price per the Company Share in the Tender Offer (the "Tender Offer Price").

Specifically, given that the Company and the Special Committee received the proposal for the Transaction on April 4, 2023, the Company continued deliberations and negotiations at the Special Committee and submitted to ITOCHU written questions regarding the significance and purpose of the Transaction on April 25, 2023. On May 19, 2023, the Company and the Special Committee received a written response to such questions from ITOCHU. Furthermore, given such response, the Company and the Special Committee submitted additional written questions on May 25, 2023. At the Special Committee meeting held on May 31, 2023, the Company and the Special Committee received a response to such questions and explanations about the significance and purpose of the Transaction from ITOCHU, held question-and-answer sessions regarding these matters, and also had discussions regarding the significance and purpose of the Transaction. After that, the Company and the Special Committee further submitted additional written questions on June 1, 2023 and June 6, 2023 and received written responses to such questions from ITOCHU on June 2, 2023 and June 14, 2023 respectively. In addition, at the Special Committee meeting held on June 22, 2023, the Company and the Special Committee once again received explanations about the significance and purpose of the Transaction from ITOCHU, held question-and-answer sessions regarding these matters, and also had discussions regarding the significance and purpose of the Transaction.

The Company has engaged in multiple rounds of negotiations with Itochu regarding the Tender Offer Price since July 7, 2023. Specifically, as a result of the comprehensive consideration of the information obtained through the due diligence conducted by ITOCHU on the Company, the initial analysis of the value of the Company Shares conducted by Nomura Securities Co., Ltd. ("Nomura Securities"), the financial advisor of ITOCHU, on the assumption of such information, and the details of the initial analysis of the value of the Company Shares conducted by ITOCHU on the assumption of such information, the Company received a proposal for the Transaction from ITOCHU on July 7, 2023 including a proposal to set the Tender Offer Price for the Tender Offer at 3,800 yen (a premium of 6.77% on the share price of 3,559 yen, the closing price of the Company Shares listed on the Prime Market of the TSE as of the previous business day). However, on July 10, 2023, the Company requested a reconsideration of the Tender Offer Price on the grounds that the Tender Offer Price was significantly below the price level reflecting the intrinsic value of the Company. In response to this, on July 12, 2023, ITOCHU requested that the Company explicitly indicate the reasons why it evaluated the Tender Offer Price presented in the proposal made by ITOCHU on July 7, 2023 to be significantly below the price level reflecting the intrinsic value of the Company. Based on such request, on July 14, 2023, the Company explained the explicit reasons why the Tender Offer Price presented by ITOCHU in the proposal made on July 7, 2023 was significantly below the price level reflecting the intrinsic value of the Company, based on the long-term movement of the market stock price, and made a request to ITOCHU again to raise the Tender Offer Price. Then, upon the Company's request, the Company received a revised proposal on July 18, 2023 from ITOCHU to set the Tender Offer Price at 4,000 yen (a premium of 12.74% on the share price of 3,548 yen, the closing price of the Company shares on the TSE as of the previous business day ). However, on July 19, 2023, the Company requested again a reconsideration of the Tender Offer Price on the grounds that the Tender Offer Price was significantly below the price level reflecting the

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