Notice Regarding Acquisition of JALUX Inc.(TOKYO: 2729) to be a Subsidiary of Japan Airlines

March 17, 2022

Japan Airlines Co., Ltd. Yuji Akasaka, Representative Director, President (TSE Code: 9201; TSE First Section)

For questions, contact: Yuichiro Kito, Finance Dept.

TEL [phone] (Main number)

Notice regarding acquisition of JALUX Inc. (TOKYO: 2729) to be a subsidiary of Japan Airlines

As we have announced today in the notice of "Notice Regarding Results of Tender Offer for Shares of JALUX Inc.(TOKYO: 2729)", SJ Future Holdings Corporation (the "Tender Offeror") in which Japan Airlines Co., Ltd. ("JAL") holds a 50.50% stake and Sojitz Corporation ("Sojitz") holds a 49.50% stake respectively, has completed its tender offer on March 16, 2022 that had been started in February 1, 2022 to purchase the shares of common stock (the "Target Company Shares") of JALUX Inc. (the "Target Company"; Code: 2729, First Section (the "First Section") of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange")).

As the result of the tender offer, JAL hereby announces that is has made JALUX its subsidiary on March 24, 2022 (the starting date of the settlement of the tender offer).

1. The Purpose of the Acquisition

Our primary purpose of the acquisition is to maximize the corporate value of the three parties, JAL, Sojitz and the Target Company in accordance with the equality principle.

• JAL and the Target Company coming together to leverage the customer base and the trademark (branding power) of JAL through making the Target Company a consolidated subsidiary of JAL.

• the establishment of new business and the expansion of products and sales channels focusing on retail business and aviation business through making use of Sojitz's network and business investment know- how,

• the prompt improvement of management efficiency and elimination of structural conflicts of interest by the privatization of the Target Company Shares would be consistent with the strategic directions of JAL to expand its non-aviation business domains, of Sojitz to enhance its nonresource business domains, and of the Target Company to enhance its non-aviation and airport businesses.

2. Outline of the Target Company

(1)	Name	JALUX Inc.
(2)	Address	2-70, Konan 1-chome,Minato-ku, Tokyo
(3)	Title and name of	Masashi Shinohara,
representative	Representative Director and Chief Executive Officer
	Business	Wholesale distribution (trading and logistics)
(4)	Aviation & Airport Business, Life Service Business, Retail Business,
Outline
	and Food & Beverage Business
(5)	Capital stock	2,558,550,000 yen
(6)	Date of	March 28, 1962

	establishment
		Sojitz Corporation			22.21％
		Japan Airlines Co., Ltd.			21.55％
	Major shareholders	Japan Airport Terminal Co., Ltd.	8.07％
	Aioi Nissay Dowa Insurance Co., Ltd.	3.67％
	and ownership
	The Master Trust Bank of Japan, Ltd. (Trust
	ratios	3.57％
	Account)
(7)	(as of September
Tokio Marine & Nichido Fire Insurance Co., Ltd.	2.96％
	30, 2021)
	AIRPORT FACILITIES CO., LTD.	1.32％
	(Note*1)
	Custody Bank of Japan, Ltd.	0.84％
		MAEDA ROAD CONSTRUCTION Co., Ltd.	0.82％
		MSIP CLIENT SECURITIES	0.74％
		(Custodian: Morgan Stanley MUFG Securities Co., Ltd.)
		Capital		JAL holds 2,727,500 shares of the Target Company
		relationship		Shares (ownership ratio: 21.56%). (Note 2)
	Relationship	Personnel		one (1) of the directors of the Target Company holds the position of
	between Japan		executive officer of JAL and one (1) of the
(8)	relationship
Airlines and the		directors of the Target Company was formerly at JAL.
	Target Company
	B us iness		The Target	Company has a business	relationship, involving
			wholesale of goods for in-flight sales and payment of listing fees, and
		relationship
			the like, with JAL.
(9)	The consolidated financial statement of operations and balance sheets of the last 3 financial years
	Fiscal Year	Ended in Mar. 2019	Ended in Mar. 2020		Ended in Mar. 2021
Consolidated Net Assets	26,051 million JPY	28,047 million JPY		24,686 million JPY
Consolidated Assets	56,887 million JPY	60,845 million JPY		52,276 million JPY
Book Value per Share		1908.38 JPY	2,083.12 JPY		1,855.93 JPY
Consolidated Net Sales	185,726 million JPY	144,688 million JPY		80,347 million JPY
Consolidated Operating	4,628 million JPY	3,970 million JPY		(2,915 million JPY)
Profit (Loss)
Consolidated Ordinary	5,095 million JPY	4,738 million JPY		(2,427 million JPY)
Profit (Loss)
Net Profit (Loss)
Attributable to Owners of	2,963 million JPY	3,081 million JPY		(2,366 million JPY)
Parents
Net Profit (Loss) per Share			234.34 JPY	243.69 JPY		(187.16 JPY)
Dividend per Share			65.00 JPY	50.00 JPY		0.00 JPY

（Note 1）Information in "Major shareholders and ownership ratios (as of September 30, 2021)" is based on "Status of Major Shareholders" of the Second Quarter Securities Report for the 61th Fiscal Year filed by the Target Company on November 12, 2021.

（Note 2）"Ownership ratios" are based on the voting rights represented by the total number of the remaining shares (12,650,711 shares), which are calculated by deducting the treasury shares as of December 31, 2021 (124,289 shares) from the total number of shares issued (12,775,000 shares) that is reported on the Consolidated Financial Results for the Nine Months Ended December 31, 2021 (Japanese Accounting Standard) on January 31, 2022.

3．The outline of shareholders from whom the shares are purchased

This description is omitted due to a large number of shareholders in the tender offer.

4．The Number of the purchased shares, their price and the number of shares held by the major shareholders after the tender offer.

As the result of the tender offer, as of March 24, 2022 (the starting date of settlement of the tender offer), the total number of voting rights of JAL, the Tender Offeror as JAL's consolidated subsidiary and the person in close relationship (Sojitz) has exceeded 50% of the total voting rights of the Target Company, thus the Target Company has become JAL's subsidiary.

		JAL	The Tender Offeror	The Person in Close
		Relationship（Sojitz）
		2,727,500	－
	The share	(The voting rights：		2,810,500
(1)	numbers prior	27,275)		(The voting rights:28,105）
to the tender	（The ownership ratio of		(The ownership ratio of
	offer	shares: 21.56%）		shares: 22.22％) (Note)
		（Note）
	The number of		4,898,450
(2)	the acquired	－	（The voting rights:48,984）	－
	shares
			The Target Company Share
			12,540 million JPY
	The purchase		Advisory Expenses or other
(3)	－	(estimated)	－
price
		487 million JPY
			Total (estimated)
			13,027 million JPY
	The share	2,727,500	4,898,450	2,810,500
	(The voting rights:
	numbers after	（The voting rights: 48,984）	(The voting rights: 28,105)
(4)	27,275)
the tender	（The ownership ratio of	(The ownership ratio of shares:
	（The ownership ratio of
	offer	shares : 38.72％）(Note)	22.22%) (note)
	shares:21.56%）(Note)

（Note） The ownership ratios are based on the voting rights represented by the total number of the remaining shares (12,650,711 shares), which are calculated by deducting the treasury shares as of December 31, 2021 (124,289 shares) from the total number of shares issued (12,775,000 shares) that is reported on the Consolidated Financial Results for the Nine Months Ended December 31, 2021 (Japanese Accounting Standard).

5．Schedule

1. The Commencement

Date of the Tender	February 1, 2022
Offer

(2)	The Completion Date	March 16, 2022
	of the Tender Offer
(3)	The Settlement
	Starting Date of the	March 24, 2022 (Plan)
	tender offer

6．Future Outlook

We recognize that there is no material impact of the acquisition to our financial performance of this fiscal year, nonetheless we will promptly disclose any matters if such matters have material impacts.