日本航空（9201） – Notice Regarding Acquisition of JALUX Inc.(TOKYO: 2729) to be a Subsidiary of Japan Airlines

March 17, 2022 Yuji Akasaka, Representative Director, President Japan Airlines Co., Ltd. (TSE Code: 9201; TSE First Section) For questions, contact: Yuichiro Kito, Finance Dept. TEL 03-5460-3121 (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. ① 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. ② 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, ③ 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 JALUX Inc. 2-70, Konan 1-chome, Minato-ku, Tokyo Title and name of Masashi Shinohara, representative Representative Director and Chief Executive Officer Wholesale distribution (trading and logistics) Aviation & Airport Business, Life Service Business, Retail Business, and Food & Beverage Business Capital stock 2,558,550,000 yen Date of March 28, 1962 Name Address Business Outline (1) (2) (3) (4) (5) (6) establishment Sojitz Corporation Japan Airlines Co., Ltd. Major shareholders and ownership ratios Japan Airport Terminal Co., Ltd. Aioi Nissay Dowa Insurance Co., Ltd. The Master Trust Bank of Japan, Ltd. (Trust (7) (as of September Account) 30, 2021) (Note*1) Tokio Marine & Nichido Fire Insurance Co., Ltd. AIRPORT FACILITIES CO., LTD. Custody Bank of Japan, Ltd. MAEDA ROAD CONSTRUCTION Co., Ltd. MSIP CLIENT SECURITIES 22.21％ 21.55％ 8.07％ 3.67％ 3.57％ 2.96％ 1.32％ 0.84％ 0.82％ 0.74％ (8) Relationship between Japan Airlines and the Target Company (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) Personnel relationship B u s in e ss relationship one (1) of the directors of the Target Company holds the position of executive officer of JAL and one (1) of the directors of the Target Company was formerly at JAL. The Target Company has a business relationship, involving wholesale of goods for in-flight sales and payment of listing fees, and 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 4,628 million JPY 3,970 million JPY (2,915 million JPY) 5,095 million JPY 4,738 million JPY (2,427 million JPY) Attributable to Owners of 2,963 million JPY 3,081 million JPY (2,366 million 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 234.34 JPY 65.00 JPY 243.69 JPY 50.00 JPY (187.16 JPY) 0.00 JPY （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. Consolidated Operating Profit (Loss) Consolidated Ordinary Profit (Loss) Net Profit (Loss) Parents Net Profit (Loss) per Share Dividend per Share on November 12, 2021. 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） 2,810,500 (The voting rights:28,105） (The ownership ratio of shares: 22.22％) (Note) 2,727,500 (The voting rights：－ 27,275) （The ownership ratio of shares: 21.56%）（Note） (1) The share numbers prior to the tender offer The number of (2) the acquired － shares The purchase － (3) price 4,898,450 （The voting rights:48,984） － The Target Company Share 12,540 million JPY Advisory Expenses or other (estimated) － 487 million JPY Total (estimated) 13,027 million JPY (4) The share numbers after the tender offer 2,727,500 (The voting rights: 27,275) （The ownership ratio of shares:21.56%）(Note) 4,898,450 （The voting rights: 48,984） （The ownership ratio of shares : 38.72％）(Note) 2,810,500 (The voting rights: 28,105) (The ownership ratio of shares: 22.22%) (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 of the Tender Offer (3) The Settlement March 16, 2022 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.