Section 2. Expanding the Business Through M&A

1. The Acquisition of Volkart Japan Ltd.

In June 1988, our company began acquiring all the shares of Volkart Japan, a Japanese subsidiary of a Swiss trading company, through the mediation of the Sumitomo Trust and Banking Co., Ltd. (now Sumitomo Mitsui Trust Bank, Limited). On July 8 of that year, both parties signed a letter of intent for a mutually agreed-upon transaction, confirming the acquisition of land, office space, and associated equipment and machinery (the Volkart Building) at 1-2-5 Dojima, Kita-ku, Osaka, as well as land, a residence, and associated equipment and machinery (the Kobe House) at 2-16-8 Kitano-cho, Chuo-ku, Kobe. On September 14, 1988, a share purchase agreement and escrow agreement were signed at the headquarters of the Volkart Group in Winterthur, Switzerland, and the transaction was officially concluded on November 1 of that year. Under that agreement, our company was to acquire all 4 million shares of Volkart Japan from Inpako Limited, the holding company of the Volkart Group.

Volkart Japan was established in August 1919 under the name Nissui Trading. For a period of time after the war, it had been a tenant on the sixth floor of the Daibiru-Honkan Building. In March 1970, it became Volkart Japan. It had a trading division that mainly traded in coffee and raw cotton, and a real estate division that operated and managed the Volkart Building. The trading division was spun off on September 1, 1988, to form a new company, Volcafe Ltd. After that, Volkart Japan consisted only of the real estate division.

Although our company had previously acquired existing buildings, this was our first real estate acquisition conducted using the M&A method.