Notice Regarding the Commencement of Tender Offer for Shares of JALUX Inc. (TOKYO: 2729)

January 31, 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)

Sojitz Corporation

Masayoshi Fujimoto, President & CEO

(TSE Code: 2768; TSE First Section)

For questions, contact:

Yoichi Yanagisawa, PR Dept.

TEL [phone]

SJ Future Holdings Corporation

Yuji Saito, President and Representative Director

Notice Regarding the Commencement of Tender Offer for

Shares of JALUX Inc. (TOKYO: 2729)

As announced in "Notice Regarding the Planned Commencement of Tender Offer for Shares of JALUX Inc. (TOKYO: 2729)" dated November 2, 2021, Japan Airlines Co., Ltd. ("JAL") and Sojitz Corporation ("Sojitz") resolved, at their respective board of directors' meetings held on November 2, 2021, to enter into a Shareholders' Agreement by and between JAL and Sojitz dated November 2, 2021 (the "Shareholders' Agreement") and, pursuant to the Shareholders' Agreement, to have SJ Future Holdings Corporation, in which JAL holds a 50.50% stake and Sojitz holds a 49.50% stake, respectively (SJ Future Holdings corporation shall hereinafter be referred to as the "Tender Offeror" and, collectively with JAL and Sojitz, the "Tender Offerors"), acquire 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")) through a tender offer (the "Tender Offer") pursuant to the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "Act"). The Tender Offeror also decided, on November 2, 2021, to acquire the Target Company Shares through the Tender Offer.

It was anticipated that the Tender Offer would commence promptly after the conditions precedent, such as the completion of the necessary steps and measures under domestic and foreign (Japanese and Chinese) competition laws (for details, please refer to "(Note 2)" of "(1) Overview of Tender Offer" under "1. Purposes of Tender Offer" below), had been satisfied (or waived by the Tender Offerors). Further, as described in "(1) Overview of Tender Offer" under "1. Purposes of Tender Offer" below, the necessary steps and measures under domestic and foreign (Japanese and Chinese) competition laws are expected to be completed by March 15, 2022, the day immediately preceding the expiration date of the period of the Tender Offer (the "Tender Offer Period") even if the Tender Offer is commenced in early February 2022 as originally scheduled, and it was confirmed that the other conditions precedent for the commencement of the Tender Offer have been satisfied. Accordingly, the Tender Offerors determined that the Tender Offer can be commenced at the originally scheduled time, and as such, the Tender Offerors hereby announce today, January 31, 2022, that they have decided to commence the Tender Offer from February 1, 2022.

This document is disclosed by JAL and Sojitz in accordance with the securities listing regulations, and is also published in accordance with Article 30, Paragraph 1, Item 4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the "Enforcement Order") based

1

on a request made by the Tender Offeror to JAL, the parent company of the Tender Offeror as of today.

1. Purposes of Tender Offer

1. Overview of Tender Offer
   As of today, JAL is the second largest shareholder of the Target Company, which holds 2,727,500 shares of the Target Company Shares (ownership ratio (Note 1): 21.56%), and the Target Company is an equity-method affiliate of JAL. As of today, Sojitz is the largest shareholder of the Target Company, which holds 2,810,500 shares of the Target Company Shares (ownership ratio: 22.22%), and the Target Company is an equity-method affiliate of Sojitz. The Tender Offeror is a joint stock company established on October 1, 2021, mainly for the purpose of acquiring and holding the share certificates, etc., of the Target Company through the Tender Offer, and as of today, the Target Company does not hold any Target Company Shares.
   (Note 1) "Ownership ratio" means the ratio (expressed as a percentage rounded to two decimal places) of the number of shares held by a relevant shareholder to the number of outstanding shares (12,650,711 shares) of the Target Company resulting from the following formula; hereinafter the same:
2. 1. the total number of issued shares of the Target Company (12,775,000 shares) as of December 31, 2021, as stated in the "Summary of Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2022 (Japan GAAP) (Consolidated)," announced by the Target
      Company on January 31, 2022 (the "Target Company's Third Quarter Financial Results") minus
   2. the number of treasury shares held by the Target Company (124,289 shares) as of the same day.

As announced in "Notice Regarding the Planned Commencement of Tender Offer for Shares of JALUX Inc. (TOKYO: 2729)" dated November 2, 2021 (the "Tender Offerors' Press Release Dated November 2, 2021"), JAL and Sojitz resolved, at their respective board of directors' meetings held on November 2, 2021, to enter into the Shareholders' Agreement dated November 2, 2021 and, subject to the conditions precedent, which are provided in the Shareholders' Agreement (Note 2) (the "Conditions Precedent to the Tender Offer"), being satisfied (or waived by the Tender Offerors), have the Tender Offeror conduct the Tender Offer, to which all of the Target Company Shares (excluding the Target Company Shares held by the Tender Offerors and Japan Airport Terminal Co., Ltd. ("Japan Airport Terminal") and the treasury shares held by the Target Company) are subject. The Tender Offer will be conducted as part of a series of transactions (the "Transactions") aimed at taking the Target Company Shares private while maintaining and strengthening the relationship between the Target Company and the existing major shareholders, as a result of which the Tender Offerors and Japan Airport Terminal, which holds 1,022,000 shares of the Target Company Shares (ownership ratio: 8.08%) and is the third largest shareholder of the Target Company, will be the only shareholders of the Target Company. The Tender Offeror also decided, on November 2, 2021, to commence the Tender Offer around early February 2022, and to acquire the Target Company Shares, subject to the Conditions Precedent to the Tender Offer being satisfied (or waived by the Tender Offerors).

(Note 2) (A) at the meeting of the board of directors of the Target Company, the board of directors of the Target Company resolved, upon unanimous approval, to express an opinion in favor of the Tender Offer and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer, and no change or withdrawal of the opinion so expressed has been made; (B) the procedures and waiting periods under the domestic and foreign (Japanese and Chinese) competition laws have been completed; (C) there is no petition, litigation, proceeding, order, disposition or judgment to restrict or prohibit the Transactions; (D) there is no non-public material information with respect to the Target Company as stipulated in Article 166, Paragraph 2 of the Act; (E) there is no material adverse effect on the assets, management or financial condition of the Target Company's group (which is a collective name referring to the Target Company and its subsidiaries and affiliates; hereinafter the same), or on the future earnings plan related to the quality of earnings of the Target Company's group; (F) the special committee, which was established by the Target Company, submitted a report to express an opinion that they are in favor of the Tender Offer and recommend that the shareholders of the Target Company tender their shares in the Tender Offer, and no change or withdrawal of the opinion so expressed has been made; (G) the Shareholders' Agreement remains valid; (H) the representations and warranties by JAL and Sojitz set forth in the Shareholders' Agreement are true and correct in material respects; (I) JAL and Sojitz have performed or complied, in material respects, with their obligations under the Shareholders' Agreement; (J) the Non-Tender Agreement (as defined below; hereinafter the same) is duly executed and remains valid;(K) the representations and warranties by JAL, Sojitz, and Japan Airport Terminal set forth in the Non-

2

Tender Agreement are true and correct in material respects; and (L) JAL, Sojitz, and Japan Airport Terminal have performed or complied, in material respects, with their obligations under the Non-Tender Agreement. For details of the representations and warranties, obligations, and others of each party under the Shareholders' Agreement and the Non-Tender Agreement, please refer to "(6) Matters concerning material agreements regarding the Tender Offer" below.

Subsequently, on November 2, 2021 (local time), JAL and Sojitz submitted to the State Administration for Market Regulation of the People's Republic of China (the "SAMR") a prior notification under the Chinese competition laws regarding (i) the first capital increase, in which JAL and Sojitz acquire the shares of common stock to be newly issued by the Tender Offeror so that JAL and Sojitz hold 50.50% and 49.50%, respectively, of the voting rights attached to the shares of the Tender Offeror (the "First Capital Increase") and (ii) the acquisition of the Target Company Shares through the Tender Offer (the "Acquisition of Shares" and, collectively with the First Capital Increase, the "Acquisition of Shares, Etc."), and it was accepted as of December 8, 2021 (local time). Regarding such prior notification, on December 27, 2021 (local time), a document was issued by the SAMR approving the Acquisition of Shares, Etc., and the Tender Offerors received such document on December 27, 2021 and confirmed that the Acquisition of Shares, Etc. had been approved on the same day.

In addition, on January 21, 2022, the Tender Offeror submitted to the Fair Trade Commission a prior notification concerning the Acquisition of Shares under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947, as amended; the "Anti- Monopoly Act"), and it was accepted as of the same date. Accordingly, the cease and desist period for which advance notice of a cease and desist order may be given and the period for which acquisitions are prohibited will expire after February 20, 2022, in principle. As a result of this, even if the Tender Offer commences in early February 2022 as originally scheduled, the necessary steps and measures under the Anti-Monopoly Act are expected to be completed by March 15, 2022, the day immediately preceding the expiration date of the Tender Offer Period. Accordingly, with respect to the condition requiring completion of the procedures and waiting periods under the Japanese competition laws (the Anti-Monopoly Act) among item (B) of the Conditions Precedent to the Tender Offer, although such condition has not been satisfied as of today, the Tender Offerors have decided to conduct the Tender Offer, waive such condition as the Conditions Precedent to the Tender Offer, and provide that the failure to allow for the expiration of the procedures and waiting periods under the Anti-Monopoly Act by the day immediately preceding the expiration date of the Tender Offer Period (including any cases where the Tender Offer Period is extended) shall constitute grounds for withdrawal of the Tender Offer instead.

Furthermore, with respect to the Conditions Precedent to the Tender Offer, since, as described below, the Tender Offerors confirmed that all of them have been satisfied except for the condition requiring the completion of the procedures and waiting periods under the Japanese competition laws (the Anti-Monopoly Act), the Tender Offerors have determined that the Tender Offer can be commenced at the originally scheduled time. Therefore, on January 31, 2022, the Tender Offerors decided to commence the Tender Offer from February 1, 2022.

1. The Target Company reported to the Tender Offerors that, at a meeting of the board of directors of the Target Company held on January 31, 2022, the Target Company had determined that, as of January 31, 2022, there were no factors that would change the opinion as of November 2, 2021 on the Tender Offer, and the Target Company had resolved to again express an opinion in favor of the Tender Offer and to recommend that the shareholders of the Target Company tender their shares in the Tender Offer, and the Tender Offerors confirmed on January 31, 2022 the fact that such resolution had been made.
2. In response to the prior notification under the Chinese competition laws regarding the Acquisition of Shares, Etc., the document was issued by the SAMR approving the Acquisition of Shares, Etc., on December 27, 2021 (local time) and the Tender Offerors received such document on December 27, 2021 and confirmed that the Acquisition of Shares, Etc. had been approved on the same day.
3. The Target Company reported to the Tender Offerors that as of January 31, 2022 there was no petition, litigation, proceeding, order, disposition or judgment that would restrict or prohibit the Transactions, and the Tender Offerors determined on the same day that there was no such cause.

3

1. The Target Company reported to the Tender Offerors that, with respect to the Target Company, as of January 31, 2022 there was no non-public material information as stipulated in Article 166, Paragraph 2 of the Act, and the Tender Offerors determined on the same day that there was no such information.
2. The Target Company reported to the Tender Offerors that as of January 31, 2022 there was no material adverse effect on the assets, management or financial condition of the Target Company's group, or on the future earnings plan related to the quality of earnings of the Target Company's group, and the Tender Offerors determined on the same day that there was no such effect.
3. The Target Company reported to the Tender Offerors that a written report was submitted stating that there was no change as of January 31, 2022 to the opinion expressed by the special committee, that the resolution by the board of directors of the Target Company, as of November 2, 2021, to express an opinion in favor of the Tender Offer and recommend that the shareholders of the Target Company tender their shares in the Tender Offer was reasonable, and the Tender Offerors confirmed on January 31, 2022 the fact that such written report had been submitted.
4. As of January 31, 2022, no cause of cancellation of the Shareholders' Agreement has arisen, and the Shareholders' Agreement remains valid.
5. JAL and Sojitz reported to the Tender Offerors that the representations and warranties by JAL and Sojitz set forth in the Shareholders' Agreement were true and correct in material respects as of January 31, 2022, and the Tender Offerors determined on the same day that both the said representations and said warranties were true and correct in material respects.
6. JAL and Sojitz reported to the Tender Offerors that as of January 31, 2022 JAL and Sojitz had performed or complied, in material respects, with their obligations under the Shareholders' Agreement, and the Tender Offerors determined on the same day that JAL and Sojitz had performed or complied with such obligations.
7. As of January 31, 2022, no cause of cancellation of the Non-Tender Agreement has arisen, and the Non-Tender Agreement remains valid
8. JAL, Sojitz, and Japan Airport Terminal reported to the Tender Offerors that the representations and warranties by JAL, Sojitz, and Japan Airport Terminal set forth in the Non-Tender Agreement were true and correct in material respects as of January 31, 2022, and the Tender Offerors determined on the same day that all of the said representations and said warranties were true and correct in material respects.
9. JAL, Sojitz, and Japan Airport Terminal reported to the Tender Offerors that as of January 31, 2022 JAL, Sojitz, and Japan Airport Terminal had performed or complied, in material respects, with their obligations under the Non-Tender Agreement, and the Tender Offerors determined on the same day that JAL, Sojitz, and Japan Airport Terminal had performed or complied with such obligations.

As of November 2, 2021, the execution date of the Shareholders' Agreement, Sojitz held all of the issued shares of the Tender Offeror (one (1) share). However, on January 14, 2022, in accordance with the provisions of the Shareholders' Agreement, JAL acquired 505 shares of common stock newly issued by the Tender Offeror (50.50% of the total number of issued shares of the Tender Offeror as of January 14, 2022) and Sojitz acquired 494 shares of the same (49.40% of the same) as the First Capital Increase. As of today, the ratio of voting rights with respect to the shares of the Tender Offeror held by JAL and Sojitz is 50.50% and 49.50%, respectively, and JAL has made the Tender Offeror a consolidated subsidiary of JAL. An overview of the Tender Offeror, as of today, is as follows.

(1)	Name	SJ Future Holdings Corporation
(2)	Address	4-11, Higashishinagawa 2-chome,Shinagawa-ku,
		Tokyo, Japan
(3)	Name and title of representative	Yuji Saito, President and Representative Director
		(Note 3)

4

(4)	Business outlines	1. Business to control and manage business
		activities of other companies by holding shares or
		equities in such companies; and
		2. All other business related to or connected with the
		activities described in the above item.
(5)	Capital stock	50,000 yen

(Note 3) As a result of the First Capital Increase, Sari Miida who was the president and representative director of the Tender Offeror as of November 2, 2021, the execution date of the Shareholders' Agreement, resigned from the office of president and representative director of the Tender Offeror on January 14, 2022, and Yuji Saito was newly appointed as the president and representative director. As of today, Yuji Saito holds a position at JAL as an executive officer.

JAL and Sojitz have agreed in the Shareholders' Agreement that they will not tender all of the Target Company Shares held by them in the Tender Offer. JAL and Sojitz have also agreed that, as a result of the Transactions, they will take the Target Company Shares private, and (A) JAL will make the Tender Offeror and the Target Company its consolidated subsidiaries, (B) Sojitz will continue to have the Target Company as its equity-method affiliate, and (C) the ratio of voting rights in the shares of the Target Company held by Japan Airport Terminal will be 8.08% (equal to the ownership ratio in relation to the Target Company Shares held by Japan Airport Terminal as of November 2, 2021, the execution date of the Shareholders' Agreement). In addition, JAL and Sojitz have agreed that, following the completion of a series of procedures to make the Tender Offerors and Japan Airport Terminal the only shareholders of the Target Company, which are contemplated to be implemented after the completion of the Tender Offer (for details, please refer to "(4) Policy for organizational restructuring after the Tender Offer (matters relating to two-step acquisition)" below; the "Squeeze-Out Procedures"), they will take such necessary measures as stock splits of the Target Company Shares and transfers for the Target Company Shares among the Tender Offerors and Japan Airport Terminal, to the extent that conditions (A) through (C) above are satisfied, if such measures are necessary in order to make the ratio of voting rights in the shares of the Target Company held by JAL and Sojitz the same level as that as of November 2, 2021, the execution date of the Shareholders' Agreement (i.e., 21.56% in relation to JAL and 22.22% in relation to Sojitz) .

In addition, JAL and Sojitz entered into a non-tender agreement (the "Non-Tender Agreement") with Japan Airport Terminal on November 2, 2021. In the Non-Tender Agreement, Japan Airport Terminal has agreed not to tender all of the Target Company Shares it holds to the Tender Offer. Moreover, JAL, Sojitz, and Japan Airport Terminal have agreed that, as soon as practicable after the completion of the Squeeze-Out Procedures, they will take necessary measures, such as stock splits of the Target Company Shares and transfers of the Target Company Shares among the Tender Offerors and Japan Airport Terminal, in order to realize (C) above (to alter the ratio of voting rights in the shares of the Target Company held by Japan Airport Terminal to 8.08%).

Since the transfers of the Target Company Shares among the Tender Offerors and Japan Airport Terminal, which may be implemented under the Shareholders' Agreement and the Non-Tender Agreement, are contemplated to be conducted after the total number of issued shares of the Target Company has decreased due to the Share Consolidation (as defined in "(4) Policy for organizational restructuring after the Tender Offer (matters relating to two-step acquisition)" below), which will be conducted as part of the Squeeze-Out Procedures, the price for the transfer of the Target Company Shares in respect of such share transfers may be different from the price for the purchase of the Target Company Shares in respect of the Tender Offer (the "Tender Offer Price"). However, since such price will be determined taking into consideration the ratio of the Share Consolidation (in the case where a stock split is conducted, the ratio of the stock split will also be considered), it is expected to be substantially the same as the Tender Offer Price. For details of the Shareholder Agreement and the Non-Tender Agreement, please refer to "(6) Matters concerning material agreements regarding the Tender Offer" below.

As a result of the above, the Tender Offerors (i.e., JAL, Sojitz, and the Tender Offeror) and Japan Airport Terminal will be the only shareholders of the Target Company through the Transactions, and the ratio of voting rights in the shares of the Target Company held by JAL, Sojitz, the Tender Offeror,

5