Itochu : Announcement in Relation to Results of Tender Offer for Shares in ITOCHU Techno-Solutions Corporation (Code No. 4739)

September 15, 2023

This document is an English translation

of a statement written originally in Japanese. The Japanese original should be considered

as the primary version.

ITOCHU Corporation

(Code No. 8001, Prime Market)

Representative Director and President and Chief Operating Officer: Keita Ishii

Contact: Suguru Amano

General Manager, Investor Relations Division (TEL. [phone])

Digital Value Chain Partners GK

Representative Member: ITOCHU Corporation

Person Acting in its Capacity: Tatsushi Shingu

Contact: As above

Announcement in Relation to Results of Tender Offer for Shares in ITOCHU Techno-Solutions Corporation (Code No. 4739)

ITOCHU Corporation (hereinafter referred to as "ITOCHU") and Digital Value Chain Partners GK (location of the head office: Minato-ku, Tokyo; Person Acting in its Capacity: Tatsushi Shingu; hereinafter referred to as the "Tender Offeror"), in which ITOCHU holds a 100% stake, individually decided on August 2, 2023 that the Tender Offeror will acquire the common shares of ITOCHU Techno- Solutions Corporation (which are listed on the Prime Market of the Tokyo Stock Exchange, Inc. (hereinafter referred to as the "TSE"): Code No. 4739; hereinafter referred to as the "Target Company") (such common shares, hereinafter referred to as the "Target Company Shares") by way of tender offer (hereinafter referred to as the "Tender Offer") as stipulated in the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter referred to as the "Act"), and has conducted the Tender Offer from August 3, 2023. ITOCHU and the Tender Offeror hereby announce that on September 14, 2023, the Tender Offer was completed as follows.

1. Outline of the Tender Offer

1. Name and Location of the Tender Offeror Digital Value Chain Partners GK
   2-5-1Kita-Aoyama,Minato-ku, Tokyo
2. Name of the Target Company ITOCHU Techno-Solutions Corporation
3. Class of Shares to Be Purchased Common shares
4. Number of Shares Scheduled to Be Purchased

Number of Shares to Be	Lower Limit of Shares to Be	Upper Limit of Shares to Be
Purchased	Purchased	Purchased
89,625,766 shares	12,550,000 shares	―

(Note 1) If the total number of shares that are offered for sale in response to the Tender Offer (hereinafter referred to as the "Tendered Shares") is below the lower limit of shares to be purchased (12,550,000 shares), the Tender Offeror will not purchase any of the Tendered

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Shares. If the total number of Tendered Shares is or exceeds the lower limit of shares to be purchased (12,550,000 shares), the Tender Offeror will purchase all the Tendered Shares.

(Note 2) Since no upper limit of shares to be purchased is set for the Tender Offer, the maximum number of Target Company Shares (89,625,766 shares) that can be acquired by the Tender Offeror through the Tender Offer is indicated as the number of shares to be purchased. The maximum number is the number obtained by deducting (a) the number of treasury shares held by the Target Company as of June 30, 2023 (8,772,634 shares) and (b) the number of the Target Company Shares owned by ITOCHU, which does not plan to tender their shares in the Tender Offer as of August 2, 2023 (141,601,600 shares), from the total number of issued shares of the Target Company (240,000,000 shares) as of June 30, 2023 and disclosed in the "Consolidated Financial Results for the First Quarter of the Fiscal Year ending March 31, 2024 (IFRS)" announced by the Target Company on August 2, 2023 (hereinafter referred to as the "Target Company's Financial Results").

(Note 3) Shares of less than one unit are also subject to the Tender Offer. If shareholders exercise their right to request that the Target Company repurchase its shares of less than one unit in accordance with the Companies Act (the Act No. 86 of 2005, as amended), the Target Company may purchase such shares during the tender offer period (hereinafter referred to as the "Tender Offer Period") pursuant to the procedures under laws and regulations.

(Note 4) The treasury shares held by the Target Company will not be purchased through the Tender Offer.

1. Period of the Tender Offer
2. 1. Tender Offer Period
      From August 3, 2023 (Thursday) to September 14, 2023 (Thursday) (30 business days)
   1. Possibility of Extension Upon Request of the Target Company Not applicable.
3. Tender Offer Price
4. 
   4,325 yen per common share

2. Results of the Tender Offer

1. Outcome of the Tender Offer

While a prerequisite for the Tender Offer was set to the effect that the Tender Offeror will not purchase any of the Tendered Shares if the total number of Tendered Shares does not satisfy the lower limit of shares to be purchased (12,550,000 shares), given that the total number of Tendered Shares (57,099,146 shares) exceeded the lower limit of shares to be purchased (12,550,000 shares), the Tender Offeror will purchase all the Tendered Shares as set forth in the public notice concerning the commencement of the Tender Offer as well as in the Tender Offer Registration Statement.

1. Date of Public Notice of Results of the Tender Offer and the Newspaper Publishing Public Notice

Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, the results of the Tender Offer were publicly announced to the press at the TSE on September 15, 2023 using the method stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; hereinafter referred to as the " Cabinet Office Ordinance").

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1. Number of Purchased Shares

	Class of Shares	(i) Number of Tendered Shares	(ii) Number of Purchased
		Represented in the Number of	Shares Represented in the
		Shares	Number of Shares
Shares	57,099,146 shares	57,099,146 shares
Stock Acquisition Rights	- shares	- shares
Bonds with Stock Acquisition	- shares	- shares
Rights
Trust Beneficiary Certificates
of Shares	- shares	- shares
(	)
Depository Receipts for Shares	- shares	- shares
(	)
Total		57,099,146 shares	57,099,146 shares
(Total Number of Dilutive	-	-
Shares)

1. Ownership Ratio of Shares after the Purchase

Number of Voting Rights		(Ownership Ratio of Shares
Pertaining to Shares Owned by
-	Before the Purchase)
the Tender Offeror Before the
	- %
Purchase
Number of Voting Rights		(Ownership Ratio of Shares
Pertaining to Shares Owned by
1,416,016 voting rights	Before the Purchase)
Specially Related Parties
	61.24%
Before the Purchase
Number of Voting Rights		(Ownership Ratio of Shares
Pertaining to Shares Owned by
570,991 voting rights	After the Purchase)
the Tender Offeror After the
	24.69%
Purchase
Number of Voting Rights		(Ownership Ratio of Shares
Pertaining to Shares Owned by
1,416,016 voting rights	After the Purchase)
Specially Related Parties After
	61.24%
the Purchase
Number of Voting Rights of All
Target Company Shareholders,	2,311,449 voting rights
etc.

(Note 1) The "Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties Before the Purchase" and the "Number of Voting Rights Pertaining to Shares Owned by Specially Related Parties After the Purchase" indicate the total number of voting rights of shares owned by each specially related party (excluding those who are excluded from specially related parties in the calculations of the ownership ratio of shares under each item of Article 27-2, paragraph 1 of the Act, pursuant to Article 3, paragraph 2, item 1 of the Cabinet Office Ordinance).

(Note 2) "Number of Voting Rights of All Target Company Shareholders" is the total number of voting rights of all Target Company shareholders as of March 31, 2023, as stated in the First Quarter of the 45th Fiscal Year Quarterly Report that the Target Company submitted on August 10, 2023 (one unit of shares is stated to consist of 100 shares). However, since shares in quantities of less than one unit are subject to the Tender Offer, for the purpose of calculating the "Ownership Ratio of Shares Before the Purchase" and the "Ownership Ratio of Shares After the Purchase," the number of voting rights (2,312,273 voting rights) pertaining to the number

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of shares (231,227,366 shares) obtained by deducting (a) from (b) was used as the denominator, wherein (a) is the number of treasury shares owned by the Target Company as of June 30, 2023 (8,772,634 shares), and (b) is the total number of issued shares of the Target Company as of the same date, as stated in the Target Company's Financial Results (240,000,000 shares).

(Note 3) The "Ownership Ratio of Shares Before the Purchase" and the "Ownership Ratio of Shares After the Purchase" have been rounded to two decimal places.

1. Calculation in Case of Tender Offer Conducted Using the Proportional Distribution Method
   Not applicable.
2. Method of Settlement
3. 1. Name and Location of the Head Office of the Financial Instruments Business Operator, Bank, etc. that Settles the Purchase

Nomura Securities Co., Ltd. 1-13-1, Nihonbashi, Chuo-ku, Tokyo

1. Commencement Date of Settlement September 22, 2023 (Friday)
2. Method of Settlement

After the expiration of the Tender Offer Period, a notice of purchase through the Tender Offer is mailed to the tendering shareholders (or the standing proxy in the case of shareholders who are residents of foreign countries and do not have active accounts with the tender offer agent (including corporate shareholders)) without delay.

The purchase is made for cash. After the commencement date of settlement, the tendering shareholders may receive the purchase price for the Tender Offer without delay in a manner that they designate, such as remittance. (Remittance fees may be charged.)

3. Policies After the Tender Offer and Future Outlook

Regarding the management policy following the Tender Offer and future outlook, there is no change to be made to the information set forth in the "Announcement in Relation to Commencement of Tender Offer for Shares in ITOCHU Techno-Solutions Corporation (Code No. 4739)" announced by ITOCHU and the Tender Offeror (ITOCHU and the Tender Offeror shall collectively be referred to as the "Tender Offerors") on August 2, 2023.

As notified in the above announcement, given the results of the Tender Offer, the Tender Offerors plan to implement a series of procedures to have the Target Company's shareholders comprise of only the Tender Offerors (hereinafter the "Squeeze-Out Procedures"). As of today, the Target Company Shares are listed on the Prime Market of the TSE. However, in the case where Squeeze-Out Procedures are implemented, the Target Company Shares will be delisted following the designated procedures pursuant to the delisting standards established by the TSE. The Target Company Shares cannot be traded on the Prime Market of the TSE after delisting. The specific procedures in the future will be announced by the Target Company promptly after they are determined.

4. Location at Which the Tender Offer Report is Available to the Public

Digital Value Chain Partners GK	2-5-1Kita-Aoyama,Minato-ku, Tokyo
Tokyo Stock Exchange, Inc.	2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo

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