Maruwa Unyu Kikan : Notice Concerning Subsidiary Acquisition Through Acquisition of Shares of MK LOGI Co., Ltd.

	June 27, 2022
To whom it may concern:
Company name:	MARUWA UNYU KIKAN CO.,
	LTD.
Name of representative:	Masaru Wasami, President
	(Stock code: 9090; TSE Prime
	Market)
Inquiries:	Kazumi Kawada, Director and
	Managing Executive Officer and
	Chief General Manager of General
	Affairs Division
	(Telephone: [phone])

Notice Concerning Subsidiary Acquisition Through Acquisition of

Shares of MK LOGI Co., Ltd.

The Company hereby informs you that it resolved at the Board of Directors meeting held today to make MK LOGI Co., Ltd. ("MK LOGI") a subsidiary through the acquisition of MK LOGI's issued shares (the "Share Acquisition"), and concluded a share transfer agreement on the same day.

1. Purpose of Share Acquisition
   In the medium-term management plan, the Company understands that in order to achieve sustained growth, it needs to address the increasing freight volume in each of its core businesses, EC logistics, low-temperature food logistics and medicine & medical logistics, secure and develop human resources capable of driving business expansion in the face of an increasing shortage of human resources and operating vehicles, and promote and implement DX to promote labor-saving and manpower-saving and improve productivity. Furthermore, with the aim of further business expansion, the Company works to streamline business operations by concentrating investment into growth businesses and revitalizing/restructuring poorly performing businesses through the appropriate allocation of limited management resources. It also promotes ESG operations proactively in its attempt to not only maximize economic value but also create social value.
   In this plan, the Company has set "Expansion and development of core businesses to respond to increasing logistics demand in growing markets" as a medium-term priority measure, and seeks to satisfy the needs of its customers while promoting further business expansion in the rapidly growing e-commerce market by establishing a high-quality,high-efficiency logistics process that is based on the integrated supply chain (center operation, trunk transport service, last one mile) to serve both existing and new customers.
   The Company has decided on the Share Acquisition as it believes that it will allow for the strengthening of functions in the Group's EC logistics business and the realization of increased corporate value for both companies as a highly synergistic effect will be demonstrated by MK LOGI being added to the Group, because MK LOGI expands the provision of third-party logistics (3PL) services for D2C (*) operators as its main business, and possesses "high productivity demonstrated through high quality facilities," "human resources who support the sites" and "3PL know-how for D2C operators who have hidden potential for a high level of growth."
2. 1. Direct-to-consumertransactions: Transactions in which products are sold directly to customers through a company's proprietary e-commerce website without going through an intermediate distributor
3. Method of Share Acquisition
   The Company plans to purchase 200 of MK LOGI's issued shares through the Share Acquisition, and make MK LOGI a wholly owned subsidiary.
4. • 1 -

3. Overview of the company to become a subsidiary

(1)	Name	MK LOGI Co., Ltd.
(2)	Address	369-11 Ino, Umi-machi,Kasuya-gun, Fukuoka
(3)	Title and name of representative	Representative Director and President Masakazu
Baba (*1)
(4)	Major lines of business	Warehousing, logistics outsourcing, logistics
consulting business
(5)	Share capital	¥10,000,000
(6)	Date of establishment	October 26, 2009
(7)	Total number of issued shares	200 shares
(8)	Major shareholder and shareholding ratio	Masakazu Baba (100%)
(9)	Relationship between the Company and the	There are no capital, personnel or business
relationships to be disclosed. Furthermore, related
	relevant company	business operators of the Company do not fall under
		this.

(10) Financial position and operating results of the relevant company for the past three years (*2)

Fiscal year ended	September 30, 2019	September 30, 2020	September 30, 2021
Net assets	¥73 million	¥157 million	¥348 million
[¥(10) million]	[¥138 million]	[¥372 million]
Total assets	¥3,566 million	¥3,459 million	¥3,670 million
[¥3,933 million]	[¥3,785 million]	[¥3,972 million]
Net assets per share	¥368,365.89	¥789,727.97	¥1,740,497.55
Net sales	¥7,773 million	¥9,869 million	¥10,645 million
[¥8,684 million]	[¥10,942 million]	[¥11,601 million]
Operating profit	¥67 million	¥115 million	¥305 million
[¥(3) million]	[¥181 million]	[¥357 million]
Ordinary profit	¥63 million	¥109 million	¥302 million
[¥2 million]	[¥172 million]	[¥352 million]
Profit	¥50 million	¥83 million	¥191 million
[¥(10) million]	[¥146 million]	[¥234 million]
Earnings per share	¥252,069.75	¥419,917.99	¥958,224.98
Dividends per share	¥0	¥0	¥0

*1 He is expected to continue to serve as Representative Director and President after the Share Acquisition. *2 The relevant company has a subsidiary, but as consolidated management indices have not been prepared,

non-consolidated management indices are presented above, and the simple total together with the subsidiary is in the brackets. As there is a business relationship between the relevant company and its subsidiary, a certain amount of internal offset can be expected from the figures in the simple total.

4. Overview of Share Acquisition

1. Schedule of Share Acquisition

(1)	Date of Board of Directors'	June 27, 2022
	resolution
(2)	Date of share transfer agreement	June 27, 2022
(3)	Planned date of share acquisition	July 29, 2022

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(2) Overview of the counterparty for Share Acquisition

(1)	Name	Masakazu Baba
(2)	Address	Chuo-ku,Fukuoka-shi, Fukuoka
(3)	Relationship between the	There are no capital, personnel or business relationships worthy
	Company and the relevant	of special mention between the Company and the relevant
	individual	individual or his close relatives.

(3) Number of shares to be acquired, acquisition cost, and numbers of shares held before and after acquisition

(1)	Number of shares held before	0 shares
	transfer	(Number of voting rights: 0) (Ratio of voting rights: 0.0%)
(2)	Number of shares to be acquired	200 shares (Number of voting rights: 200)
		Common shares of MK LOGI Co., Ltd.:	¥4,066 million
(3)	Acquisition cost	Advisory expenses, etc. (estimated amount):	¥78 million
		Total (estimated amount):	¥4,144 million
(4)	Number of shares held after	200 shares
	transfer	(Number of voting rights: 200) (Ratio of voting rights: 100%)

5. Future outlook

The impact of the Share Acquisition on consolidated operating results is expected to be minor, but if impacts, etc. that must be disclosed are identified going forward, the Company will promptly provide notification.

End

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