(Translation)

August 16, 2019

To all parties concerned

Company Name: UNIZO Holdings Company, Limited

President and CEO: Tetsuji Kosaki

(Securities Code: 3258, First Section, Tokyo Stock Exchange)

Contact: Masato Yamamoto, Senior Managing Director and

Senior Managing Executive Officer

Tel: +81-3-3523-7584

Company Name: Sapporo GK

Executor of Managing Partner: Takaaki Fukunaga

Contact: Fortress Investment Group (Japan) GK

Tel: +81-3-6438-4400

Announcement of Commencement of Tender Offer for

Shares of UNIZO Holdings Company, Limited (Securities Code: 3258) by

Sapporo GK

UNIZO Holdings Company, Limited hereby announces that, as of today, Sapporo GK decided to

conduct a tender offer for the common shares of UNIZO Holdings Company, Limited as specified in the

attachment hereto.

End

This material is published by UNIZO Holdings Company, Limited (the target company of the tender

offer) at the request of Sapporo GK (the tender offeror) pursuant to Article 30, Paragraph 1, Item 4 of

the Order for Enforcement of the Financial Instruments and Exchange Act.

(Attachment)

“Announcement of Commencement of Tender Offer for Shares of UNIZO Holdings Company, Limited

(Securities Code: 3258)” dated August 16, 2019

August 16, 2019

To all parties concerned

Company Name: Sapporo GK

Executor of Managing Partner: Takaaki Fukunaga

Contact: Fortress Investment Group (Japan) GK

Tel: +81-3-6438-4400

Announcement of Commencement of Tender Offer for

Shares of UNIZO Holdings Company, Limited (Securities Code: 3258)

Sapporo GK (hereinafter referred to as the “Tender Offeror”) hereby announces that the Tender

Offeror decided as of today to acquire the common shares (hereinafter referred to as “Target Shares”) of

UNIZO Holdings Company, Limited (Code No.: 3258, Tokyo Stock Exchange) (hereinafter referred to

as “Target Company”) through a tender offer (hereinafter referred to as the “Tender Offer”) under the

Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; hereinafter referred to as

“Act”).

Particulars:

1. Purpose, Etc. of Tender Offer, Etc.

(1) Overview of the Tender Offer

The Tender Offeror adopted a resolution to conduct the Tender Offer as part of a transaction

(hereinafter referred to as “Transaction”) in which the Tender Offeror will acquire all of the Target

Shares that have been issued (excluding the treasury shares held by the Target Company) and listed

on the First Section of the Tokyo Stock Exchange, Inc. (hereinafter referred to as the “Tokyo Stock

Exchange”) and make the Target Company a wholly owned subsidiary of the Tender Offeror.

As of the date hereof, the Tender Offeror does not own any Target Shares.

The Tender Offeror set the minimum number of shares to be purchased pursuant to the Tender

Offer as 22,813,500 shares (holding ratio (Note 1): 66.67%) (Note 2) and, if the total number of

shares, etc. tendered or otherwise dealt in response to the Tender Offer (hereinafter referred to as

“Tendered Shares, Etc.”) does not reach 22,813,500 shares, the Tender Offeror will not purchase

any Tendered Shares, Etc. The minimum number of shares to be purchased is set in this manner

so that the total number of voting rights held by the Tender Offeror after the Tender Offer will be

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two-thirds (2/3) or more of the total number of voting rights of the Target Company. On the other

hand, the Tender Offeror has not set a maximum number of shares to be purchased and will acquire

all of Tendered Shares, Etc. so long as the total number of Tendered Shares, Etc. is not less than

the minimum number of shares to be purchased (22,813,500 shares). In the event that the Tender

Offer is completed successfully, the Tender Offeror plans to implement a series of procedures in

order to become the sole shareholder of the Target Company, as stated in “(4) Policy for

Organizational Restructuring, Etc. after Tender Offer (Matters Regarding the So-called ‘Two-Step

Acquisition’)” below.

(Note 1) The “holding ratio” means the ratio (any resulting fraction to be rounded to two decimal

places) as compared to 34,220,295 shares, which was calculated by subtracting (a) the

treasury shares held by the Target Company as of June 30, 2019 (405 shares), as stated

in the Target Company’s “Summary of Financial Results for 1st Quarter of the Fiscal

Year Ending March 2020 (Japanese GAAP) (Consolidated)” released by the Target

Company on July 29, 2019 (hereinafter referred to as the “Target Company Summary of

Financial Results for 1st Quarter of Fiscal Year Ending March 2020”) from (b) the total

number of issued shares as of June 30, 2019 (34,220,700 shares), as stated in the Target

Company 1st Quarterly Report for 43rd Fiscal Year (hereinafter referred to as the “Target

Company 1st Quarterly Report for Fiscal Year Ending March 2020”) filed by the Target

Company on July 30, 2019. Hereinafter the same shall be applied.

(Note 2) The minimum number of shares to be purchased (22,813,500 shares) is calculated by

multiplying (A) the number of voting rights (342,202) with the number of shares

calculated by subtracting (a) the treasury shares held by Target Company as of June 30,

2019 (405 shares) as stated in the Target Company Summary of Financial Results for 1st

Quarter of Fiscal Year Ending March 2020 from (b) the total number of issued shares as

of June 30, 2019 (34,220,700 shares) as stated in the Target Company Summary of

Financial Results for 1st Quarter of Fiscal Year Ending March 2020 (34,220,295 shares);

by (B) two-thirds (2/3) (228,135; rounding up any fractions less than one) and by (C)

100 shares.

According to “Notice of Position Statement (Approval) Regarding Tender Offer by Sapporo GK

for the Shares of UNIZO Holdings Company, Limited” (hereinafter referred to as the “Target

Company’s Press Release”) made by the Target Company on August 16, 2019, the Target

Company resolved at the meeting of its board of directors held on August 16, 2019 to support the

Tender Offer and to recommend that shareholders holding Target Shares tender their shares in the

Tender Offer.

For details of the resolution of the above-mentioned meeting of the board of directors of the Target

Company, please refer to the Target Company’s Press Release, as well as “(II) Target Company’s

Decision-making Process and Rationale” of “(2) Background, Purpose and Decision-making

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Process Leading to Decision to Conduct Tender Offer, and Management Policy Following Tender

Offer” and “(IV) Approval of All Directors and Opinions Stating that No Objection was Made by

Audit & Supervisory Board members of Target Company” of “(3) Measures to Ensure Fairness of

Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of

Tender Offer” below.

(2) Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender Offer

and Management Policy Following Tender Offer

(I) Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender

Offer

The background, purpose and decision-making process leading to the Tender Offeror’s

decision to conduct the Tender Offer are as follows. The descriptions concerning the Target

Company included below are based on the explanations received from the Target Company

and information made public by the Target Company:

(i) Overview of Tender Offeror

The Tender Offeror is a Japanese limited liability company (godo kaisha) established in

April 2018, with a business purpose of purchasing, holding, managing and disposing, etc.

of investment property, etc., including shares.

The Tender Offeror has been capitalized by Sapporo Holdings I LLC, an affiliate of

Fortress Investment Group LLC (hereinafter referred to as “FIG,” and FIG and its group

companies shall be hereinafter referred to collectively as “Fortress”) and Tender Offeror

will enter into an asset management agreement with Fortress Investment Group (Japan)

GK, an affiliate entity of FIG; the Tender Offeror will procure the funds necessary for

the Tender Offer from funds managed by Fortress.

FIG is an international investment management company with approximately U.S.$39.2

billion (approximately JPY4,157.2 billion) (Note 1) of assets under management as of

March 31, 2019. FIG was established in 1998 and listed on the New York Stock

Exchange in February 2007, becoming the first listed alternative investment manager in

the United States, and then, in December 2017, became a consolidated subsidiary of

SoftBank Group Corp. FIG is headquartered in New York in the United States and has

approximately 900 professionals around the world.

Fortress is one of the world’s largest real estate investment fund managers and employs

approximately 480 real estate professionals investment in 14 major countries. Since

2002, Fortress and a variety of funds managed by Fortress have invested approximately

U.S.$100 billion (approximately JPY10.605 trillion) in total in real estate and real estate

companies globally. In Japan, Fortress employs approximately 50 professionals. Fortress

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manages five investment funds that seek to invest mainly in assets in Japan, namely

Fortress Japan Opportunity Funds I, II, III and IV and the Fortress Japan Income Fund.

These funds have a combined commitment amount of approximately JPY530 billion

(Note 2). To date, Fortress and the funds managed by Fortress have invested in and

managed approximately 1,400 real estate properties in a variety of ways. In the

hospitality sector, Fortress and the funds managed by Fortress have acquired or invested

in approximately 110 hotels throughout Japan, including full service, resort, and limited

service hotels, and have also developed, or significantly renovated or expanded,

approximately 40 hotels. Since its acquisition of the hotel operator MyStays Hotel

Management Co., Ltd. (hereinafter referred to as “MyStays”) in 2012, Fortress has

contributed to substantially growing MyStays, increasing its managed hotel rooms from

5,444 rooms to 16,074, revenue from approximately JPY9 billion to approximately

JPY60 billion, and the number of employees from 425 to 4,671 (Note 3).

Further, in both the U.S. and Europe, Fortress has a large scale real estate portfolio and

real estate investment and operations platform, and has invested in approximately 54

million square feet of office buildings in a variety of ways.

(Note 1) For the purpose of converting U.S. dollars into Japanese yen, the middle

exchange rate announced by MUFG Bank, Ltd. on August 15, 2019

(U.S.$1 = JPY106.05) has been used for calculation and any resulting fraction

less than JPY100 million was rounded to the nearest JPY100 million;

hereinafter the same.

(Note 2) This term means the maximum amount committed by each investor of the

relevant fund to be contributed in cash up to a certain amount of ceiling (if such

commitment was made).

(Note 3) The figures before the acquisition and the figures after the acquisition are

respectively those as of the end of December 2012 and those as of the end of

April 2019.

(ii) Outline of Target Company’s Business, Business Environment, and Business Challenges

According to the Target Company’s Press Release, the Target Company was founded as

Daisho Fudosan Company, Limited in September 1959, had its shares listed on the

Second Section of the Tokyo Stock Exchange in June 2009 and moved to the First

Section of the Tokyo Stock Exchange in October 2011. At present, the Target

Company’s group (hereinafter referred to as the “Target Company Group”), consisting

of the Target Company and its 20 consolidated subsidiaries, is engaged in the real estate

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business, including owning, leasing, and managing office buildings, etc., as well as the

hotel business, including owning and managing, etc. limited service hotels.

The real estate business has become the Target Company’s largest business segment in

both terms of income and expenditures, generating JPY43,363 million out of the Target

Company’s total consolidated sales of JPY56,053 million and JPY16,405 million out of

the Target Company’s total consolidated operating income of JPY17,622 million for the

fiscal year ended March 31, 2019. The hotel business is the second largest business

segment of the Target Company, producing JPY12,974 million of the Target Company’s

total consolidated sales and JPY1,981 million of the Target Company’s total gross

consolidated operating income for the fiscal year ended March 31, 2019. (In calculating

the Target Company’s consolidated sales and consolidated operating income,

adjustments were made to the aggregate of the real estate business segment’s

consolidated sales and consolidated operating income and the hotel business segment’s

consolidated sales and consolidated operating income by in order to reflect the

elimination of intersegment transactions and corporate expenses that are not allocated to

each segment.)

Through its largest business segment, the real estate business, the Target Company is

engaged in the ownership, leasing, management, etc. of office buildings, etc. in Tokyo

and the Greater Tokyo Area, as well as in the U.S. Specifically, UNIZO Real Estate

Company, Limited leases 68 office buildings that it owns in Japan (as of the end of April

2019) and is contracted to provide asset management services and property management

services for real estate; UNIZO Holdings U.S., LLC and other U.S. consolidated

subsidiaries own 11 office buildings in the U.S. (as of the end of April 2019) and are

contracted to provide leasing and management services, etc.; and Unizo Facilities

Company, Limited is contracted to provide building management services including

janitorial services for office buildings, etc.

Further, as part of the hotel business, UNIZO Hotel Company manages 25 limited service

hotels under the three brands of “UNIZO HOTEL,” “UNIZO INN,” and “UNIZO INN

Express,” at convenient locations in major cities and in the central areas of regional hub

cities.

With respect to the market conditions for the Target Company Group’s business as

described above, regarding domestic markets, the office building leasing market in Japan

appears to be gradually rising towards its peak; the vacancy rate in five wards in central

Tokyo has fallen below 2% and rent has continued to increase, mainly in central Tokyo.

In the hotel sector, the number of foreign hotel guests visiting Japan has been growing at

a slightly slower pace than before and the number of Japanese hotel guests is on a

declining trend, but, on the other hand, fiercer competition is expected in terms of hotel

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room supply as the construction of high-standard hotels continues. Regarding foreign

markets, the office building leasing market in the U.S. appears to have almost reached

its peak; the vacancy rate in major cities continues to decreases and rent has remained

flat in certain cities.

In this business environment, the Target Company formulated and made public its fourth

three-year mid-term business plan “STRONGER FOOTHOLD 2021 – Strengthening of

Management Structure” (hereinafter referred to as the “Mid-term Business Plan”) on

April 16, 2019 in light of the fact that the business environment has made it difficult to

expand assets through new investment and that the Target Company had achieved the

numerical target for net income for the last fiscal year (the fiscal year ended March 2018)

under its third mid-term management plan, which was made public on April 28, 2017,

one year ahead of schedule (and also achieved the target for net income deducting

extraordinary income (loss)). Under the Mid-term Business Plan, the Target Company

Group as a whole is working, as a basic policy, to strengthen its management structure,

aiming for growth and advancement globally.

The Target Company also decided, from the third quarter of the fiscal year ended March

2019, to promote portfolio management through capital recycling (Note), accelerating its

efforts to rebuild its asset portfolio with stronger risk tolerance and higher profitability,

as specified as a basic policy under the Mid-term Business Plan. Having experienced a

decline in revenue and income resulting from giving precedence to selling property, the

Target Company aims to regrow by improving its financial structure for the fiscal year

ending March 2020. For the fiscal years covered under the Mid-term Business Plan, the

Target Company decided, as a basic policy, to manage its portfolio mainly through

capital recycling, and, unless there is a change in the business environment, not to

increase capital through a public offering for the time being, and instead to acquire assets

using cash inflows from investing activities.

(Note) Capital recycling means replacing properties with others for the purpose of

enhancing risk tolerance and improving profitability.

With respect to its efforts by business segment, the Target Company, in its real estate

business, is ensuring cost reduction via efficiency both inside and outside Japan and

strengthening revenue bases for sales for existing and new tenants. In Japan, the Target

Company engages in general sales activities in collaboration with UNIZO Hotel Co.,

Ltd., while working overseas to strengthen leasing and improve the ability to operate and

manage properties.

In the hotel business, the Target Company also intends to make a thorough cost cut via

efficiency, and aims to improve profitability through introduction of a new hotel

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membership program (February 1, 2019) and implementation of various measures

according to the characteristics of each hotel. The Target Company will also actively

continue promoting and making widely known its three brands of “UNIZO HOTEL,”

“UNIZO INN,” and “UNIZO INN Express,” and provide domestic and international

customers with the convenience of good locations and high-quality services. To this end,

the Target Company is focusing on smooth opening of new hotels, appropriate

management of hotels under management contracts, and personnel development.

(iii) Tender Offeror’s Consultation with Target Company, and the Decision-making Process

of Tender Offeror, Etc.

According to the Target Company’s Press Release, under the above-described business

environment, on July 10, 2019, H.I.S. Co., Ltd. (hereinafter referred to as “H.I.S.”)

announced its implementation of a tender offer for Target Shares (hereinafter referred to

as the “H.I.S. Tender Offer”). The H.I.S. Tender Offer was announced abruptly and

without any notice given to the Target Company, and was commenced unilaterally.

Upon receiving H.I.S.’s announcement of the H.I.S. Tender Offer, the Target Company

immediately began collecting information on the H.I.S. Tender Offer and H.I.S., and

carefully conducting analysis and consideration of the H.I.S. Tender Offer, including the

information contained in the Tender Offer Registration Statement related to the H.I.S.

Tender Offer, which was filed by H.I.S. on July 11, 2019. For the purpose of enhancing

the Target Company’s corporate value and making available to the Target Company’s

shareholders opportunities to sell Target Shares at an appropriate price, as well as

ensuring an opportunity for other potential purchasers to make a purchase proposal under

favorable conditions from such perspective (hereinafter referred to as a “Market Check”),

the Target Company implemented a Market Check by requesting, by itself as well as

through its financial advisors, proposals from potential purchasers, etc., and since mid-

July 2019, has confirmed with 16 candidate companies (including Fortress) the

possibility of making a takeover proposal for Target Shares under better terms than the

H.I.S. Tender Offer.

Subsequently, on July 19, Fortress was approached by the Target Company, through a

financial advisor appointed by the Target Company, as to the possibility of submitting a

takeover proposal for Target Shares, and began examining the takeover bid. Thereafter,

Fortress has been proceeding with an analysis of the corporate value of the Target

Company, by conducting due diligence, during the period up to July 30, on the status of

the business, assets held by the Target Company, which consist mainly of real estate

within and outside Japan, and the financial condition, etc. of the Target Company based

on the financial information and other materials, etc. disclosed by the Target Company,

and has been analyzing whether or not to begin a business collaboration with the Target

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Company, as well as the economic effect, etc. if such collaboration were begun, while

discussing with the Target Company. As a result of such initial analysis, on July 30

Fortress submitted to the Target Company a letter of intent (the “LOI”) specifying its

intent to make the Tender Offer to acquire all Target Shares.

After submission of the LOI, Fortress continued to conduct due diligence over the period

until August 14, 2019, the date on which Fortress made an official offer for acquisition

to the Target Company as mentioned below, and held discussions with the Target

Company on multiple occasions regarding the Target Company’s business challenges,

medium- to long-term growth strategies and measures designed to improve the Target

Company’s corporate value, as well as the terms and conditions of the Transaction

including the tender offer price.

After the foregoing analysis and discussions, Fortress came to highly value the

diversified, high-quality, and stable real estate portfolio that has been built by the Target

Company within and outside Japan, as well as the long-standing performance, rich

experience and knowledge in the real estate and hotel businesses supported by the

investment in and management of such portfolio. Given the uncertainty about the future

condition of the Japanese and U.S. real estate markets, however, it is likely that capital

recycling will not work as Target Company expects. Therefore, it is necessary to aim for

further enhancement of value through strategic capital expenditures and to secure various

opportunities for the purchase and sale of properties. As for the hotel business, in light

of the expected intensification of competition in future, Fortress came to the realization

that it is essential to maximize and stabilize profitability while maintaining a proper

balance between the average daily rate (ADR) and the occupancy ratio (OCC) of

properties and to expand the portfolio on favorable development terms.

As such, Fortress determined that it can support the implementation by the Target

Company of the Mid-term Business Plan and contribute to enhancing the Target

Company’s corporate value by flexibly utilizing Fortress’ funding base, as well as its

know-how with respect to real estate management, networks, human resources, and the

other management resources Fortress has in Japan and the U.S. In addition, Fortress

determined that both companies can reap significant and varied mutual benefits through

sharing their experiences in and knowledge about real estate investment, real estate

development, operation/management, and renovation, etc., and implementing strategic

business alliances involving common purchases with MyStays, AI-driven digital

technologies and customer loyalty programs.

For Fortress to implement such measures with the Target Company in a swift and steady

fashion, Fortress judged that it is not enough to keep the Target Company listed and enter

into business or capital tie-ups premised on the Target Company’s independence as a

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listed company but instead that it is essential to eliminate the risk of conflicts of interest

with minority shareholders and make the Target Company a wholly owned subsidiary of

the Tender Offeror. In addition, in light of the business environments surrounding the

Target Company’s real estate business and hotel business, which are the company’s core

business segments, and the instability of short-term cash flow caused by capital recycling,

etc., Fortress came to a conclusion that entering into the Transaction at this point in time

will result in providing the Target Company’s shareholders with reasonable opportunities

to sell shares without incurring risks relating to the uncertainty about future business

environments, thereby contributing to the interests of the Target Company’s shareholders.

Furthermore, Fortress determined that the most appropriate approach in this case is to

acquire all Target Shares and then to delist the Target Company’s stock and make the

Target Company a wholly owned subsidiary, considering that (a) there is a possibility

that third parties could mount hostile takeovers by means of a tender offer or other

methods depending on future share prices of the Target Company if it was decided to

maintain the Target Company’s listing and that it would be necessary to prevent such a

situation in order to secure the stable operations of the Target Company to achieve the

continuing improvement of the corporate value of the Target Company; (b) making

Target Company a wholly owned subsidiary would allow for quick decision-making,

which is required in the competitive real estate and hotel businesses; and also (c) delisting

the Target Company would result in cutting costs for maintenance of the listing (costs

and expenses for running of Shareholders Meetings, continuous disclosure of annual

securities reports, etc. required under the Financial Instruments and Exchange Act, etc.),

which would in turn lead to an increase in the efficiency of the Target Company’s

business.

Therefore, Fortress decided to participate in the above-mentioned Market Check

conducted by the Target Company and to make a formal takeover proposal to the Target

Company with the Tender Offeror acting as the purchaser and, on August 10, 2019,

submitted to the Target Company a first proposal for the Transaction specifying the intent

to make the Tender Offer in order to acquire all Target Shares and make the Target

Company a wholly owned subsidiary of the Tender Offeror.

Thereafter, Fortress conducted further discussions and negotiations with the Target

Company regarding the contents of the Fortress’ proposal. As a result, on August 14,

2019, Fortress made a conclusive and final proposal to set the purchase price per Target

Share for the Tender Offer at JPY4,000 (hereinafter referred to as the “Tender Offer

Price”) and to enter into the MOU to such effect as is set out in “(6) Matters Related to

Important Agreements Concerning Tender Offer” below.

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Then, after going through the final discussions with the Company regarding the

execution of the Transaction, on August 16, 2019, the Tender Offeror decided to

commence the Tender Offer with the Tender Offer Price being set at JPY4,000.

(II) Target Company’s Decision-making Process and Rationale

According to the Target Company’s Press Release, on July 10, 2019, H.I.S. commenced the

H.I.S. Tender Offer on a unilateral basis without any prior notice or announcement to the

Target Company and without obtaining approval from the Target Company. In response

thereto, the Target Company immediately appointed various external advisors (hereinafter

referred to as the “Target Company Outside Advisors”) as listed below and has been collecting

information concerning the H.I.S. Tender Offer and H.I.S. with the advice and cooperation

from such advisors, as well as evaluating and considering the H.I.S. Tender Offer.

Name of expert Area of advice / details of request

Financial advisors Mitsubishi UFJ Morgan Stanley

Securities Co., Ltd.

Financial advice

Daiwa Securities Co. Ltd. Financial advice

Legal advisors TMI Associates Japanese legal advice

Nishimura & Asahi Japanese legal advice

Davis Polk & Wardwell LLP Advice relating to certain U.S. law

matters

Tax advisor Ernst & Young Tax Co. Tax advice

Valuation advisors KPMG FAS Co., Ltd. Stock value estimation

ZECOO Partners Inc. Stock value estimation

Benedi Consulting Co., Ltd. Stock value estimation

Hotel consultants Hospitality Capital Management

Co., Ltd.

Horwath HTL Asia Pacific, Japan

Analysis of the effects of business

synergies

Further, before expressing the Target Company’s opinions concerning the H.I.S. Tender Offer,

the Target Company established a special committee (the “Special Committee”) comprised

only of its Outside Directors, who are independent directors, with the intent of having the

board of directors make decisions based on the opinions of the Special Committee to eliminate

the risk of arbitrariness in its decision-making process and to ensure fairness of and

transparency in such process. The board of directors of the Target Company consulted with

the Special Committee on whether or not the H.I.S. Tender Offer would contribute to the

improvement of corporate value of the Target Company and on whether or not to accept the

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H.I.S. Tender Offer taking into account the fairness of the consideration for the H.I.S. Tender

Offer and other factors.

After such evaluations and considerations, the Target Company determined that the possibility

that the H.I.S. Tender Offer would lead to the detriment to the corporate value of the Target

Company and in turn to its shareholders’ common interest cannot be denied, the H.I.S. Tender

Offer would not contribute to the improvement of corporate value of the Target Company,

and the consideration for the H.I.S. Tender Offer would not be fair. As such, based on the

opinion of the Special Committee that the H.I.S. Tender Offer is not reasonable for the

aforementioned reasons, on August 6, 2019, the Target Company expressed its position in

opposition to the H.I.S. Tender Offer based on a decision at the meeting of its board of

directors held on the same day (for details, please see the Position Statement and Amended

Position Statement submitted by the Target Company on July 23, 2019 and August 6, 2019,

respectively).

In parallel with the above-mentioned evaluations and considerations, taking the recent

commencement of the H.I.S. Tender Offer into consideration, the Target Company conducted,

by itself as well as through its financial advisors, a Market Check, including seeking proposals

from potential buyers, in order to realize a further improvement of corporate value. The

Market Check was conducted as part of the Target Company’s careful review of various

options, including H.I.S. Tender Offer, for the purpose of improving the Target Company’s

corporate value, making available to the Target Company’s shareholders an opportunity to

sell Target Shares at an appropriate price, and securing the opportunity for potential buyers to

make takeover proposals based on the foregoing at better terms and conditions than those

offered by the H.I.S. Tender Offer. Beginning in mid-July 2019 and from thereon, Target

Company has confirmed with 16 candidates, including Fortress, the possibility of them

submitting a takeover proposal targeting Target Shares at better terms and conditions than

those offered by the H.I.S. Tender Offer.

Based on advice, etc. received from the Target Company Outside Advisors, the Target

Company has examined the proposals submitted by the respective candidates and engaged in

consultations and negotiations with each of the candidates. As a result, on August 10, 2019,

the Target Company received from Fortress a proposal regarding the Transaction in which all

of Target Shares shall be acquired and the Target Company made a wholly owned subsidiary

of the Tender Offeror.

After that, the Target Company conducted additional discussions and negotiations with

Fortress on the contents of Fortress’ proposal. As a result, on August 14, 2019, the Target

Company received a conclusive and final proposal to set the Tender Offer Price at JPY4,000

and to enter into the MOU to such effect as is set out in “(6) Matters Related to Important

Agreements Concerning Tender Offer” below.

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Under the aforementioned business environment surrounding the Target Company, on April

16, 2019, the Target Company laid down and announced the Mid-term Business Plan to further

improve the corporate value of the Target Company and implemented various measures

toward global growth and evolution. The Target Company also intends to further accelerate

these measures and realize the goals set forth in the Mid-term Business Plan at an accelerated

pace. The Target Company has determined that Fortress is fully aware of the particulars of

the Target Company’s Mid-term Business Plan and that it has made a takeover proposal that

complies with the Target Company’s business policies; in other words, one that will accelerate

the various measures taken pursuant to the Mid-term Business Plan and aims at improving

corporate value.

Ultimately, having compared Fortress’ proposal with offers by several other candidates, the

Target Company reached the conclusion that Fortress’ proposal is superior to other proposals

in the following respects and that the implementation by the Tender Offeror of the Transaction

would help the Target Company to further increase its corporate value and the shareholder’s

common interests and would help the Target Company’s mid- and long-term growth as well

as further improvement of its corporate value:

(i) From the time when the Target Company announced the Mid-term Business Plan,

concerns about deceleration of the world economy, including Japan, have further grown

(including due to intensification of trade frictions between the U.S. and China,

confusion surrounding Brexit, and growing tensions in the Middle East concerning Iran,

among other things). Given these circumstances, in order to further increase the

corporate value of the Target Company, it is necessary to realize the Mid-term Business

Plan earlier and more rapidly. However, there is a possibility that the Target Company’s

shareholders may not be understanding if, while taking steps to realize the Mid-term

Business Plan earlier and more rapidly, the Target Company’s financial situation and

business performance are seriously affected over the short term, leading to the Target

Company being undervalued by capital markets and decreases in the Target Company’s

stock price. Accordingly, in order to realize the Mid-term Business Plan earlier and

more rapidly, the Target Company decided that it would be necessary to gain more

freedom with respect to its management of its business by becoming the Tender

Offeror’s wholly owned subsidiary and being delisted. With respect to this point,

Fortress highly evaluates the Target Company’s management policy including the Med-

term Business Plan and has declared that it would support the earlier realization of such

plan. Thus, the Target Company has concluded that, by becoming the Tender Offeror’s

wholly owned subsidiary, the Target Company would be able to gain support from

Fortress for the earlier realization and acceleration of the Mid-term Business Plan, as

13

well as increase the Target Company’s ability to withstand downside risks, and

ultimately increase its corporate value.

(ii) In the real estate market and hotel business industry, which are experiencing

considerable changes and intensifying competition, swift and courageous decision-

making is necessary to execute the earlier realization and the acceleration of the Mid-

term Business Plan. In order to build a flexible management structure that allows such

decision-making, it is necessary for the Target Company to become the Tender

Offeror’s wholly owned subsidiary and be delisted, eliminating conflicts of interests

between the Target Company and its minority shareholders.

(iii) By becoming the Tender Offeror’s wholly owned subsidiary, the Target Company will

be able to utilize information, network and know-how from the real estate business and

the hotel business of Fortress including the Tender Offeror and to gain full support from

Fortress. This will increase the Target Company’s corporate value. The Tender Offeror

plans to offer the Target Company a funding base of Fortress, plans to increase the value

of the buildings they own through strategic capital expenditures and to secure various

opportunities for stocking and selling for the real estate business, and considers joint

purchase with Fortress’ hotel business, which has similar concepts as the Target

Company’s owned hotels specializing for accommodation, and provision of information

for expanding the hotel portfolio for the hotel business, among other things. This

illustrates that information, network and know-how of Fortress is directly connected to

the two businesses of the Target Company and its effectiveness is extremely high.

(iv) As stated in “(6) Matters Related to Important Agreements Concerning Tender Offer”

below, not only will the same or better level of employment conditions be maintained

for the Target Company’s employees, who are important stake holders of the Target

Company, but also incentives are planned to be granted to the aforementioned

employees, which should further increase the Target Company’s corporate value.

(v) Furthermore, the Tender Offer Price was determined after the Target Company went

through a Market Check, confirmed with 16 potential bidders, selected four candidates

and discussed and negotiated with them, and further discussed and negotiated with

Fortress; the Tender Offer Price is the highest price among the prices proposed by said

four candidates (noting that the same price was proposed by another candidate). As

stated in “(I) Share Valuation Report Obtained by Target Company from Independent

Valuation Advisors” of “(3) Measures to Ensure Fairness of Tender Offer Price and

Measures to Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of

Tender Offer” below, the Tender Offer Price is within the range of share prices

calculated by the discounted cash flow method (the “DCF Method”) as shown in the

share price valuation reports (herein the “Share Price Valuation Reports”) obtained from

14

KPMG FAS Co., Ltd. (hereinafter referred to as “KPMG”), ZECOO Partners Inc.

(herein after referred to as “ZECOO”) and Benedi Consulting Co., Ltd. (herein after

referred to as “Benedi”), all of which are share valuation advisors independent from the

Target Company, H.I.S and the Tender Offeror. The Tender Offer Price is reasonable

in light of the Target Company’s corporate value, taking into account its financial state,

business results and the Med-term Business Plan. Further, the Tender Offer Price is

deemed reasonable, taking into account that the Tender Offer Price represents a

premium of 101.01% on JPY1,990, which was the closing price for Target Shares

quoted on the First Section of the Tokyo Stock Exchange on July 9, 2019 (which was

the business day immediately preceding the announcement of H.I.S Tender Offer)

(rounded off to two decimal places; hereinafter the same in the calculation of the

premium percentage to share price); a premium of 111.19% on JPY1,894, which was

the simple average closing price for Target Shares over the one-month period ending on

July 9, 2019 from June 10, 2019 (rounded off to the closest whole number; hereinafter

the same in the calculation of the simple average closing price); a premium of 111.30%

on JPY1,893, which was the simple average closing price for Target Shares over the

three-month period ending on July 9, 2019 from April 10, 2019; and a premium of

99.80% on JPY2,002 yen, which was the simple average closing price over the six-

month period ending on July 9, 2019 from January 10, 2019. In addition, an upper limit

of shares to be tendered has not been established for the Tender Offer, and the Tender

Offer guarantees an opportunity for sale at the Tender Offer Price of all Target Shares

tendered, in the procedures to make the Target Company a wholly owned subsidiary of

the Tender Offeror following the completion of the Tender Offer, Demand for Sale of

Shares and Consolidation of Shares are planned, as stipulated in Companies Act Part II,

Chapter 2, Section 4-2, in which the amount of money paid to shareholders that did not

tender shares will be the same amount per share as the Tender Offer Price. Thus, as the

Tender Offer is not coercive with respect to the Target Company’s shareholders and

provides an equal opportunity to sell Target Shares, it is deemed to be highly fair.

Further, with respect to the Tender Offer, the Target Company came to the determination that,

compared to the H.I.S. Tender Offer,

(a) the Tender Offer Price is more appropriate and is superior compared to the H.I.S. tender

offer price;

(b) as stated in the Report of Notice of Position Statement and the Amendment thereto filed

by the Target Company on July 23, 2019 and August 6, 2019, respectively, in the case

of the H.I.S. Tender Offer, as the maximum number of shares to be purchased has been

set and as a result, if H.I.S. becomes to hold such maximum number of Target Shares,

H.I.S. would acquire the effective control over the Target Company, taking into

15

consideration the ratio of holding of voting rights exercisable at the general meeting of

shareholders of the Target Company, and therefore, the minority shareholders of the

Target Company would bear risks caused by the management of the Target Company

by H.I.S. On the contrary, in the case of the Tender Offer, a upper limit on the number

of shares to be purchased has not been set, and thus opportunities to sell Target Shares

at the Tender Offer Price are guaranteed in a fair manner for all the Tendered Shares

without pressure to do so; and

(c) there is no risk that the Tender Offer would be to the detriment of the corporate value

of the Target Company and instead the Tender Offer would contribute to the

improvement of corporate value of the Target Company as mentioned above.

In addition, as stated in “(II) Consultation with Independent Special Committee by Target

Company” of “(3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of

Interest, and Other Measures to Ensure Fairness of Tender Offer” below, the Target Company

consulted with the Special Committee on whether or not the Target Company should accept

the Tender Offer and received the Special Committee’s findings report dated August 16, 2019

(hereinafter referred to as the “Findings Report”) (for an outline of the Findings Report and

the specific activities of the Special Committee, please see “(II) Consultation with

Independent Special Committee by Target Company” of “(3) Measures to Ensure Fairness of

Tender Offer Price and Avoid Conflicts of Interest, and Other Measures to Ensure Fairness of

Tender Offer” below.

(III) Management Policy Following Tender Offer

As described above, through analysis and consultations with the Target Company conducted

to date, Fortress determined that it highly values the diversified, high-quality, and stable real

estate portfolio established by the Target Company within and outside of Japan, as well as the

long-standing performance, rich experience and knowledge in the real estate and hotel

businesses supported by the investment in and management of such portfolio. Upon making

the Target Company a wholly owned subsidiary through the Transaction including the Tender

Offer, Fortress will perform business management and strengthen the Target Company’s

business by fully utilizing the features and strengths of its business. In particular, Fortress

will build an asset portfolio with high profitability through continuous capital recycling,

enhance financial stability through repayment of existing liabilities, continuously strengthen

its hotel business, and improve profitability. Further, upon discussion with the Target

Company, Fortress intends to build strategic collaboration between the real estate business

and hotel business to improve its asset value and provide support for business.

Furthermore, after the creation of a wholly owned subsidiary, Fortress intends to decide the

management structure of the Target Company based upon discussions with the Target

16

Company going forward. In addition, even after making the Target Company a wholly owned

subsidiary, at present Fortress has no plan to change the name of the Target Company or the

brands of its hotel business, and intends to retain the Target Company’s employees at the same

or better level of employment conditions as well as grant certain incentives.

(3) Measures to Ensure Fairness of Tender Offer Price and Avoid Conflicts of Interest, and Other

Measures to Ensure Fairness of Tender Offer

As of the date hereof, the Tender Offeror does not own Target Shares and therefore the Tender

Offer is not a tender offer conducted by a controlling shareholder. Further, there is no plan for all

or part of the management of the Target Company to invest in the Tender Offeror, directly or

indirectly, and therefore the Transaction including the Tender Offer also is not a so-called

management buyout. However, taking into consideration factors including that the Tender Offer

is conducted as a part of the Transaction for the purpose of making the Target Company a wholly

owned subsidiary, the Tender Offeror and the Target Company have taken measures including

those set forth below to eliminate the risk of arbitrariness in the decision-making process of the

board of directors of the Target Company and to ensure fairness of and transparency in such process.

The descriptions related to the Target Company set forth below are based on explanations received

from the Target Company and information made public by the Target Company.

(I) Share Valuation Report Obtained by Target Company from Independent Valuation Advisors

According to the Target Company’s Press Release, in order to eliminate the risk of

arbitrariness to ensure the fairness and transparency of the decision-making process of the

board of directors of the Target Company in considering the H.I.S. tender offer price, the

Target Company asked KPMG, ZECOO and Benedi, each of which is a valuation advisor

independent from both H.I.S. and the Target Company, to compute the value of the Target

Shares.

Also, in order to secure the fairness of the decision-making process of the board of directors

of the Target Company, the Target Company decided to refer to each of the share valuation

reports obtained from KPMG, ZECOO and Benedi in connection with its consideration of the

Tender Offer Price in relation to Tender Offer as well, as each of KPMG, ZECOO and Benedi

is a valuation advisor independent from not only H.I.S. and the Target Company but also from

the Tender Offeror.

The Target Company has not obtained a fairness opinion regarding the fairness of the Tender

Offer Price. None of KPMG, ZECOO and Benedi is a related party of the Target Company,

the Tender Offeror or H.I.S. or has any material interest to be noted in the Tender Offer.

(A) Outline of Share Valuation Report Obtained from KPMG

17

After considering which calculation method should be used for the Tender Offer,

KPMG decided mainly to adopt the DCF method, which is considered one of the most

rational methods of analysis for the computation of share values, and made its

computation using such method given that it would be possible to appropriately reflect

the growth of the business of the Target Company and intrinsic business risks in share

value. The range of the per-share value of Target Shares calculated based on such

method is as follows:

DCF method: JPY3,640 to JPY4,537

Using the DCF method, KMPG computed the per-share value of Target Shares to be

within the range of JPY3,640 to JPY4,537 by analyzing the corporate value and share

value of the Target Company by determining the present value of the free cash flows

expected to be generated by the Target Company in and after the Fiscal Year ending

March 2020, which is calculated by discounting the value of such free cash flows by a

certain discount rate, based on the business plan for the period from the Fiscal Year

ending March 2020 to the Fiscal Year ending March 2022 prepared by the Target

Company, the movement of business performance to date and various factors, including

publicly-disclosed information. Please note that in the financial forecast based on which

the computation by DCF method is made, there is no fiscal year during which a

significant increase or decrease in income is expected; and that such business plan was

not premised on the commencement of the Tender Offer.

KPMG also conducted supplemental analyses based on the sum-of-the-parts method

and the market share price method for the purpose of considering the share value from

diversified viewpoints. The range of the per-share value of Target Shares calculated

based on each of such methods is as follows:

Sum-of-the-parts method: JPY4,498 to JPY5,215

Market share price method: JPY1,893 to JPY2,002

Under the sum-of-the parts method, KMPG computed the per-share value of Target

Shares to be within the range of JPY4,498 to JPY5,215 by analyzing the corporate value

and share value of the Target Company by adding together the value of the real estate

business, which was computed based on the appraisal value of leased real estate, etc.,

and the value of the hotel business, which was computed based on the DCF method.

18

Under the market share price method, using July 9, 2019 (the business day preceding

the date of announcement of the H.I.S. Tender Offer) as the reference date, KMPG

computed the per-share value of Target Shares to be within the range of JPY1,893 to

JPY2,002, based on the closing price of the reference day (JPY1,990), the one-month

simple average closing price up to the reference date (JPY1,894), the three-month

simple average closing price (JPY1,893) and the six-month simple average closing price

(JPY2,002), respectively, of Target Shares on the First Section of the Tokyo Stock

Exchange immediately preceding the reference date.

(B) Outline of Share Valuation Report Obtained from ZECOO

After considering which calculation method should be used for the Tender Offer,

ZECOO decided to adopt the DCF method because it would reflect the specific

profitability of each company, that is, the fundamentals, as the Target Company is

assumed to be a going concern, and computed the range of the per-share value of Target

Shares as follows:

DCF method: JPY3,680 to JPY4,420

Under the DCF method, ZECOO computed the per-share value of Target Shares to be

within the range of JPY3,680 to JPY4,420 by computing the corporate value and share

value of the Target Company by determining the present value of the free cash flows

expected to be generated by the Target Company in and after the Fiscal Year ending

March 2020, which is calculated by discounting the value of such free cash flows by a

certain discount rate, based on the business plan for the period from the Fiscal Year

ending March 2020 to the Fiscal Year ending March 2022 prepared by the Target

Company, the movement of business performance to date and various factors, including

publicly-disclosed information. Please note that in the financial forecast based on which

the computation by the DCF method is made, there is no fiscal year during which a

significant increase or decrease in income is expected; and that such business plan was

not premised on the commencement of Tender Offer.

ZECOO also computed the share value by using the comparable company method and

the net asset method as a reference. The range of per-share value of Target Shares

calculated based on each of such methods is as follows:

Comparable company method: JPY1,596 to JPY4,614

Net asset method: JPY7,856

19

Under the comparable company method, ZECOO computed the per-share value of

Target Shares to be within the range of JPY1,596 to JPY4,614 by comparing the market

share prices and financial index indicating the profitability, etc. of listed companies

engaged in the businesses which are relatively similar to the Target Company’s

businesses.

Further, under the net asset method, they computed the per-share value of Target Shares

to be JPY7,856, by calculating the amount of net assets reflecting the latent profits from

the real estate and investment in securities held by the Target Company in the book

value of net assets of the Target Company as of March 31, 2019 stated on the

consolidated balance sheet of the Target Company. Provided, however, that from a

going concern perspective, reasonable assessment is impossible based only on the

market value of individual assets at liquidation, as it does not appropriately reflect the

value on the basis of long term operation, and therefore such share values are used for

reference only.

(C) Outline of Share Valuation Report Obtained from Benedi

After considering which calculation method should be used for Tender Offer, Benedi

decided to adopt the DCF method, an income-based method that is considered to be

important in practice, as it would be the most rational to consider that the value of the

assets including shares should be determined by the present discounted value of the cash

flows to be generated from such assets in the future. As a result, Benedi computed the

range of the per-share value of Target Shares to be as follows:

DCF method: JPY3,565 to JPY4,705

Under DCF method, Benedi computed the per-share value of Target Shares to be within

the range of JPY3,565 to JPY4,705 by computing the corporate value and share value

of the Target Company by determining the present value of the free cash flows expected

to be generated by the Target Company in and after the Fiscal Year ending March 2020,

which is calculated by discounting the value of such free cash flows by a certain

discount rate, based on the business plan for the period from the Fiscal Year ending

March 2020 to the Fiscal Year ending March 2022 prepared by the Target Company,

the movement of business performance to date and various factors, including publicly-

disclosed information. Please note that in the financial forecast based on which the

computation by the DCF method is made, there is no fiscal year during which a

significant increase or decrease in income is expected; and that such business plan was

not premised on the commencement of the Tender Offer.

20

Also, as analysis auxiliary to the DCF method, Benedi estimated the share value of the

Target Shares using the adjusted book value per share method. Further, while Benedi

also estimated the share value of the Target Shares using the market share price method

as the Target Shares are listed on the Tokyo Stock Exchange, the market share price

method is not necessarily considered as appropriate as a valuation method for the tender

offer aimed for acquiring control. The ranges of the value-per-share results for the

Target Shares from these methods are the following:

Adjusted book value per share method: JPY7,631

Market price method: JPY1,893 to JPY2,002

Under the market price method, using July 9, 2019 (the business day preceding the date

of announcement of H.I.S. Tender Offer) as the reference date, Benedi computed the

per-share value of Target Shares to be within the range of JPY1,893 to JPY2,002, based

on the closing price of the reference day (JPY1,990), the one-month simple average

closing price up to the reference date (JPY1,894), the three-month simple average

closing price (JPY1,893) and the six-month simple average closing price (JPY2,002),

respectively, of Target Shares on the First Section of the Tokyo Stock Exchange

immediately preceding the reference date.

Further, under the adjusted book value per share method, they computed the per-share

value of Target Shares to be JPY7,631, by calculating the amount of net assets reflecting

the latent profits from the leased premises, hotels and investment in securities held by

the Target Company in the book value of net assets of the Target Company as of March

31, 2019 stated on the consolidated balance sheet. Provided, however, that as the

adjusted book value per share method is a static evaluation for the enterprise and does

not necessarily reflect the earning capacity that is important for enterprise evaluation,

such evaluation is considered as a supplement to the evaluation done using the DCF

method.

(II) Consultation with Independent Special Committee by Target Company

According to the Target Company’s Press Release, the Target Company established a Special

Committee made up entirely of five Outside Directors all of who are independent from the

Target Company and H.I.S., based on a decision by the board of directors of the Target

Company at a board meeting held on July 16, 2019, in order to eliminate the risk of

arbitrariness and to ensure the fairness and transparency in the decision-making process of the

board of directors in expressing the Target Company’s position regarding the H.I.S. Tender

Offer.

21

Further, on August 15, 2019, the Target Company consulted with the Special Committee

which was made up entirely of five Outside Directors of the Target Company, all of who are

independent not only from the Target Company and H.I.S. but also from the Tender Offeror,

on (a) the correctness of the purpose of the Transaction; (b) the fairness in the procedures for

the Transaction; (c) the adequacy of the consideration to be paid to the shareholders of Target

Company as a result of the Transaction; (d) whether or not the Transaction is disadvantageous

to the minority shareholders of Target Company considering the points set out in (a) through

(c) above and other factors; and (e) whether or not to support the Transaction contemplated

by Tender Offeror based on the points set out in (a) through (d) above and other factors

(hereinafter referred to collectively as the “Consulted Matters”) in order to eliminate the risk

of arbitrariness and to ensure the fairness and transparency in the decision-making process of

the board of directors of the Target Company in relation to the Transaction including the

Tender Offer as well, taking into consideration that the Tender Offeror intended to make

Target Company a wholly owned subsidiary of the Tender Offeror through the Transaction

including the Tender Offer.

Meetings of the Special Committee were held on August 15 and August 16, 2019 with respect

to the Transactions and the Special Committee conducted careful deliberations and

discussions on the Consulted Matters. Specifically, the Special Committee reviewed

necessary materials, etc. including materials disclosed or provided by the Target Company,

conducted questions and answers to the Directors of the Target Company, and then confirmed

and reviewed the contents of the Transaction, background, circumstances, purpose, measures

to secure fairness of the Transaction taken by the Target Company and the Tender Offeror,

and other matters necessary for the review of the Consultation Points.

The Special Committee has appointed, on an individual basis, PwC Advisory LLC

(hereinafter referred to as “PwC”), which was deemed to be independent from H.I.S. and the

Target Company, as its advisor for the evaluation of stock value, independently from KPMG,

ZECOO and Benedi which are Target Company Valuation Advisors, in order to verify the

adequacy of the H.I.S. tender offer price in a more multifaceted manner. As part of the

examinations and discussions mentioned above, the Special Committee verified the adequacy

of the Tender Offer Price, taking into consideration, in relation to the Tender Offer as well,

the advices concerning the evaluation of stock value having been received from PwC at the

time of the H.I.S. Tender Offer.

Further, in conducting the above-mentioned considerations and discussions, the Special

Committee has appointed, on an individual basis, Kimitoshi Yabuki, attorney-at-law (a

partner of Yabuki Law Office), who was deemed to be independent from H.I.S. and the Target

Company, as its legal advisor, independently from the Target Company’s legal advisors.

Further, the Special Committee continued to retain Mr. Yabuki after the proposal of the

22

Transaction by the Tender Offeror because he is independent from the Tender Offeror as well

and obtained legal advice from Mr. Yabuki on the method, process, etc. for making the

findings report on the Consulted Matters. Please note that neither PwC nor Mr. Yabuki is a

related party of the Tender Offeror or the Target Company or has any material interest to be

noted in the Tender Offer.

Under the foregoing circumstances, on August 16, 2019, the Special Committee submitted to

the board of directors of the Target Company a findings report outlined as follows, after

conducting careful discussions and considerations on the Consulted Matters.

(a) Legitimacy of Purpose of the Transaction

With respect to the measures to increase the Target Company’s corporate value by the

Transaction, the Tender Offeror explained that (i) as for the real estate business in and

outside Japan, it is necessary to ensure more diverse opportunities for

procurements/sales as well as make further value up by strategic capital expenditures,

and, as for the hotel business, it is essential, among others, to expand its hotel portfolios

through a good quality development terms along with maximizing and stabilizing its

revenues while maintaining a proper balance between a room rate and the rate of

occupation; (ii) it is indispensable to make the Target Company a wholly owned

subsidiary of the Tender Offeror, eliminating the possibility of conflict of interests with

its minority shareholders in order to promptly and steadily achieve such measures by

flexibly injecting capitals, know-how regarding the real estate management, networks,

human resources and other management resources held by Fortress; and (iii) the Tender

Offeror plans to manage the Target Company sufficiently utilizing the characteristic of

the business and the strength of the Target Company whereby strengthen the business

of the Target Company after the making the Target Company a wholly owned

subsidiary through the Tender Offer and the Transaction.

In contrast, as a result of consideration by engaging multiple experts, the Target

Company judges that this matches to its management policy to increase its corporate

value by accelerating various measures following the Med-term Business Plan amidst

the current business environment surrounding the Target Company, and in the event

the Target Company is made a wholly owned subsidiary of the Tender Offeror through

the Transaction, the Target Company can sufficiently utilize, among others, the

information, networks, know-how regarding the real estate business and hotel business

held by the Tender Offeror and can receive maximized management support.

As such, the Target Company collected certain materials regarding whether the

Transaction would contribute to the enhancement of the Target Company’s corporate

value, and has independently made analysis and review by obtaining advices or

23

opinions from each independent third party experts. There are no facts that cause doubt

regarding the result of review by the Target Company such as procedures against the

common interests of its shareholders in the process of such judgement.

Also, as described above, there are various merits for the Target Company to become

a wholly owned subsidiary of the Tender Offeror and the increase of its corporate value

can be expected.

Accordingly, the purpose of the Transaction is considered to be legitimate.

(b) Fairness of the Process of the Transactions

Considering (i) the Target Company referred to the Share Price Valuation Reports

obtained from KPMG, ZECOO and Benedi, all of whom are share valuation advisors

that are independent from H.I.S., the Company and the Tender Offeror, and are engaged

for reviewing the H.I.S. Tender Offer Price; (ii) the Target Company plans to make

decisions taking into consideration the Findings Report; (iii) the Target Company has

received legal advice concerning Japanese law issues from TMI Associates and

Nishimura & Asahi, who are external legal advisors independent from H.I.S., the Target

Company and the Tender Offeror as well as legal advice concerning U.S. law issues

from Davis Polk & Wardwell LLP; and (iv) from the perspective of seeking to increase

the Target Company’s corporate value and securing its general shareholders’ interest

through fair procedures considering H.I.S. Tender Offer, the Target Company has

conducted an extensive Market Check that resulted in checking with 16 potential

bidders. After that, the Target Company received preliminary offers from other

candidates. The proposal by Fortress was equal or more favorable than the terms

proposed by other candidates. As such, the process of the Transaction is considered to

be fair.

(c) Appropriateness of the Consideration to be Delivered through the Transactions to the

Company’s Shareholders

Considering (i) as for the results of examining the value of the Target Shares by using

DCF method, the Special Committee received the review report from PwC, which was

independently retained by the Special Committee, that the per-share value of the Target

Shares is within the range of JPY3,444 to JPY4,335 yen; (ii) the Tender Offer Price is

higher than the medians of the valuation result by the DCF method in relation to the

valuation result based on the Share Valuation Estimation Reports obtained from KPMG,

ZECOO and Benedi, the Tender Offer Price represents a premium of 9.14% on the

latest (August 14, 2019) closing price in the market, the Tender Offer Price was

determined as a result of sincere and continuous discussions and negotiations between

the Tender Offeror and the Target Company, which are independent parties, and the

24

Tender Offer Price is 29.03 % greater than the H.I.S. Tender Offer Price, which is also

independent party, it is recognized that the Tender Offer Price, namely the

consideration to be delivered through the Transaction to the Target Company’s

shareholders is appropriate.

(d) Considering Items (a) through (c) above, as well as Other Matters, Whether the

Transaction is Disadvantageous to the Minority Shareholders of the Target Company

or not

Considering that the purpose of the Transaction is legitimate, that the process of the

Transaction is fair, that the consideration to be delivered to the Target Company’s

shareholders are appropriate, and that there are no other disadvantageous circumstances

for the Target Company’s minority shareholders caused by the Transaction, the

Transaction does not harm the interests of the minority shareholders.

(e) Considering Items (a) through (d) above, Whether the Transaction is Appropriate

Considering that the purpose of the Transaction is legitimate, that the process of the

Transaction is fair, that the consideration to be delivered to the Target Company’s

shareholders are appropriate, and that the Transaction does not harm the interests of the

minority shareholders, it is considered that the Transaction is beneficial for the

enhancement of the Target Company’s corporate value and common interest of its

shareholders.

(III) Advice Received by Target Company from Independent Law Firm

According to the Target Company’s Press Release, in order to eliminate the risk of

arbitrariness and to ensure the fairness and transparency in the decision-making process at the

meeting of its board of directors when expressing its position on the H.I.S. Tender Offer, the

Target Company appointed TMI Associates and Nishimura & Asahi, both of which are

outside legal advisors independent from both H.I.S. and the Target Company. Further, the

Target Company continued to retain such law firms as its legal advisors to obtain advice

regarding Japanese legal aspects of the Transaction after the proposal of the Transaction by

the Tender Offeror because they are outside legal advisors independent from the Tender

Offeror as well and obtained legal advice from them on the process and method for decision-

making for the Transaction, as well as other points to be noted in making decisions for the

Transaction and conducted careful considerations as to the Tender Offer based on such legal

advice.

Further, the Target Company appointed Davis Polk & Wardwell LLP, which is independent

from the Target Company and the Tender Offeror, as its legal advisors for consideration of

the Tender Offer as to certain U.S. law matters.

25

Please note that none of the above-mentioned law firms is a related party of the Tender Offeror

or the Target Company or has any material interest to be noted in the Tender Offer.

(IV) Approval of All Directors and Opinions Stating that No Objection was Made by Audit &

Supervisory Board Members of Target Company

According to the Target Company’s Press Release, the Target Company unanimously

resolved at the meeting of the board of directors held on August 16, 2019 that it would support

the Tender Offer and express its position to recommend that shareholders holding Target

Shares tender their shares in the Tender Offer, based on the grounds and reasons stated in “(II)

Background, Purpose and Decision-making Process Leading to Decision to Conduct Tender

Offer” of “(2) Background, Purpose and Decision-making Process Leading to Decision to

Conduct Tender Offer, and Management Policy Following Tender Offer” above.

Also, at such meeting of the board of directors, all five Audit & Supervisory Board Members

of the Target Company attended, and all of such Members stated their opinion that they had

no objection to the resolution of the board of directors to express its position to support the

Tender Offer and to recommend that shareholders holding Target Shares tender their shares

in the Tender Offer.

(V) Ensuring of Objective Circumstances to Secure Fairness of Tender Offer Price

According to the Target Company’s Press Release, following the announcement of the H.I.S.

Tender Offer, the Target Company conducted market checks in order to improve corporate

value of the Target Company and to secure interests of general shareholders through fair

procedures, and confirmed with 16 potential bidders including Fortress, and then the

Company selected four candidates and held discussions and negotiations. The Tender Offer

Price was determined after conducting such Market Check as well as discussions and

negotiations with Fortress. The Tender Offer Price also exceeds the H.I.S. Tender Offer Price

by 900 yen.

In addition, the Tender Offeror set the period of the Tender Offer as 30 business days, even

though the minimum tender offer period required under law is 20 business days. We intend

to ensure the fairness of the Tender Offer by having a comparatively long tender offer period

in order to provide the shareholders of the Target Company with an appropriate opportunity

to consider whether or not to apply for the Tender Offer, as well as to ensure that any party

other than the Tender Offeror will have an opportunity to make a competing tender offer for

Target Shares.

(4) Policy for Organizational Restructuring, Etc. after Tender Offer (Matters Regarding the So-called

‘Two-Step Acquisition’)

As stated in “(1) Overview of Tender Offer” above, the Tender Offeror intends to make the Target

26

Company a wholly owned subsidiary of the Tender Offeror and, if the Tender Offeror is unable to

acquire all Target Shares through the Tender Offer, then the Tender Offeror will take the following

actions to acquire all Target Shares after the closing of the Tender Offer.

(I) Demand for Sale of Shares

If the Tender Offeror holds at least 90% of the total voting rights of the Target Company after

the closing of the Tender Offer and becomes a special controlling shareholder of the Target

Company as stipulated in Article 179, Paragraph 1 of the Companies Act (Act No. 86 of 2005,

as amended; hereinafter the same), the Tender Offeror intends, promptly following the

completion of settlement of the Tender Offer, to require all shareholders of the Target

Company (excluding the Tender Offeror and the Target Company; hereinafter the same) to

sell their Target Shares to the Tender Offeror (hereinafter referred to as “Demand for Sale of

Shares”), as stipulated in Part II, Chapter 2, Section 4-2 of the Companies Act.

In a Demand for Sale of Shares, it will be provided that each one (1) common stock of Target

Shares would be exchanged for cash consideration equal to the Tender Offer Price payable to

the shareholders of the Target Company. In making such demand, the Tender Offeror will

notify the Target Company of such fact and seek the Target Company’s approval of the

Demand for Sale of Shares. If the Target Company approves the Demand for Sale of Shares

by a resolution of its board of directors, then, in accordance with the procedures under

applicable law, and without the consent of the individual shareholders of the Target Company,

the Tender Offeror will acquire all of Target Shares held by the shareholders of the Target

Company on the date of acquisition stipulated by the Demand for Sale of Shares. Then, the

Tender Offeror will deliver to each such shareholder an amount of cash consideration per

share held by such shareholder equal to the Tender Offer Price. In addition, according to the

Target Company’s Press Release, if the Target Company receives a notice from the Tender

Offeror regarding its intention to make a Demand of Sale of Shares and the matters stipulated

in each Item of Article 179-2, Paragraph 1 of the Companies Act, the Target Company intends

to approve such demand at the meeting of its board of directors. In the case where a Demand

for Sale of Shares is made, the shareholders of the Target Company will be able to file a

petition with the court for a determination of the sale price for their Target Shares, in

accordance with Article 179-8 of the Companies Act and other applicable laws and regulations.

(II) Share Consolidation

Alternatively, if the Tender Offeror holds less than 90% of the total voting rights in the Target

Company after the closing of the Tender Offer, the Tender Offeror intends to request that the

Target Company perform the consolidation of Target Shares pursuant to Article 180 of the

Companies Act (hereinafter referred to as “Share Consolidation”) and to hold an extraordinary

meeting of shareholders (hereinafter referred to as the “Extraordinary Shareholders Meeting”)

27

for, among purposes, the amendment of the Target Company’s articles of incorporation to

abolish the provisions as to share unit number conditional upon coming into effect of Share

Consolidation. The timing, etc. of holding of the Extraordinary Shareholders Meeting will be

determined through consultation between the Tender Offeror and the Target Company, and

once determined, will be announced by the Target Company without delay. The Tender

Offeror intends to approve each of the above-mentioned proposals at the Extraordinary

Shareholders Meeting.

If the proposal for Share Consolidation is approved at the Extraordinary Shareholders Meeting,

the shareholders of the Target Company will, on the effective date of Share Consolidation,

hold the number of Target Shares in proportion to the ratio of Share Consolidation approved

at the Extraordinary Shareholders Meeting. If any fractional share less than one share is

included in the number of shares resulting from Share Consolidation, each shareholder of the

Target Company will receive an amount of cash obtained by selling Target Shares equivalent

to the total number of such fractional shares (with such aggregate sum rounded down to the

nearest whole number; hereinafter the same) to the Target Company or the Tender Offeror as

per the procedures specified in Article 235 of the Companies Act and other applicable laws.

Regarding the purchase price for the aggregate sum of such fractional shares in the Target

Company, we intend to request that the Target Company set the amount of cash to be received

by each shareholder who did not apply for the Tender Offer would be equal to the price

obtained by multiplying the Tender Offer Price by the number of Target Shares owned by

each such shareholder, and then to obtain a permission of court to authorize the purchaser of

such Target Shares on this basis. In addition, although the ratio of Share Consolidation of

Target Shares has not been determined as of the date hereof, it is intended that shareholders

who did not apply for the Tender Offer would have their shares classified as fractional shares

in order for the Tender Offeror to become the sole owner of all of Target Shares (excluding

treasury shares held by the Target Company).

Under the Companies Act, if Share Consolidation is performed and there are fractional shares

less than one share as a result thereof, each shareholder of the Target Company may request

that the Target Company purchase all such fractional shares held by itself at a fair price and

each such shareholder may file a petition with the court to determine the price of Target Shares,

in accordance with Articles 182-4 and 182-5 of the Companies Act, and other applicable laws

and regulations.

Please note that shareholders of the Target Company will not be solicited to agree to the

Tender Offer at the Extraordinary Shareholders Meeting.

With respect to each of the procedures mentioned in (I) and (II) above, it is possible that,

depending on circumstances, such as the amendments to, enforcement of and interpretation

by authorities of the relevant laws and regulations, and the status of holding of Target Shares

28

by the Tender Offeror or the status of holding of Target Shares by shareholders of the Target

Company other than the Tender Offeror after the Tender Offer, more time may be required or

alternative methods may be utilized to implement such procedures (including the case where

the procedures mentioned in (II) would be taken instead of those mentioned in (I) above, as

the total number of voting rights of the Target Company held by the Tender Offeror reaches

90% or more of the number of voting rights held by all shareholders of the Target Company

as a result of the successful completion of the Tender Offer). However, even in such case, if

the Tender Offer is successfully closed, a method whereby the shareholders of the Target

Company who did not apply for the Tender Offer will ultimately receive cash consideration

will be adopted, in which case the amount to be delivered to each such shareholder will be

calculated so as to equal the Tender Offer Price multiplied by the number of Target Shares

held by each such shareholder. It should be noted that if a petition for the determination of

the sale price in the case of a Demand for Sale of Shares or a petition for the determination of

the purchase price in the case of Share Consolidation is filed, the sale price or purchase price

will be finally determined by the court.

In each of the foregoing cases, the Target Company will announce specific details and

expected timing, etc. promptly once they are determined through consultation between

Fortress and the Target Company.

Please note that each of the shareholders of the Target Company should, as a matter of its own

responsibility, confirm with taxation experts with respect to the tax consequences of

participating in the Tender Offer or any of the foregoing procedures.

(5) Prospect of and Reasons for Delisting

Target Shares are listed on the First Section of the Tokyo Stock Exchange as of the date hereof.

However, as the Tender Offeror has not set a maximum limit on the number of shares to be

purchased in the Tender Offer, Target Shares may be delisted through prescribed procedures in

accordance with the delisting criteria of the Tokyo Stock Exchange, depending on the results of

the Tender Offer. Further, even in the event that the delisting standards are not met upon

completion of the Tender Offer, if the procedures stated in “(4) Policy for Organizational

Restructuring, Etc. after Tender Offer (Matters Regarding the So-called ‘Two-Step Acquisition’)”

above are taken, Target Shares would be delisted because the delisting standards will be met. After

delisting, Target Shares may no longer be traded on the First Section of the Tokyo Stock Exchange.

(6) Matters Related to Important Agreements Concerning Tender Offer

Fortress Japan Investment Holdings LLC (hereinafter referred to as “FJIH”), an affiliated entity of

FIG, entered into a memorandum of understanding for Tender Offer (hereinafter referred to as the

“MOU”) with the Target Company effective as of August 16, 2019 and thereby agreed on the

29

commencement of the Tender Offer and the management, etc. of the Target Company after the

Tender Offer.

In the MOU, FJIH and the Target Company agreed on the following matters:

(I)(i) FJIH shall, after causing the Tender Offeror to publically announce that the Tender

Offeror will commence the Tender Offer on the date of the MOU, from the next business

day following the date of the MOU, cause the Tender Offeror to conduct the Tender Offer

and make reasonable best efforts to successfully complete the Tender Offer.

(ii) If the commencement of the Tender Offer is announced pursuant to the paragraph (i)

above, the Target Company shall express its opinion in favor of the Tender Offer and

recommending to its shareholders that they participate in the Tender Offer on the date of

the MOU and provide other cooperation required for the successful completion of the

Tender Offer.

(iii) Notwithstanding the provisions of the paragraph (ii) above, in the event that (a) H.I.S. or

any other third party other than H.I.S. makes a proposal for the acquisition of the Target

Shares or another transaction competing with the Tender Offer and, as compared to the

Tender Offer, taking into account various factors, including the purchase price and the

other terms of the transaction, the certainty of financing and the certainty of execution of

the transaction, such proposal may be more favorable to the Target Company’s

shareholders as a whole or may improve the Target Company’s corporate value or (a)

H.I.S. or any other third party other than H.I.S. commences a tender offer with a higher

offer price than the Tender Offer Price or a tender offer that may improve the Target

Company’s corporate value more than the Tender Offer, the Target Company may

withdraw its position of approval as defined in (ii) above and take the best action for the

interest of its shareholders as a whole or for the improvement of its corporate value;

provided, however, that in the event the Target Company withdraws its position of

approval mentioned above and express its approval for a tender offer conducted by H.I.S

or any other third party other than H.I.S., the Target Company shall pay FJIH 1% of

JPY137,500 million as a penalty.

(iv) The method of raising funds in connection with the Tender Offer shall be as follows:

Equity funding: JPY37,500 million

Bridge funding: JPY100,000 million

Total Self Funding (jiko shikin): JPY137,500 million

Total: JPY137,500 million

30

(II) If after the successful completion of the Tender Offer the Tender Offeror has failed to

acquire all of the Target Shares through the Tender Offer, FJIH and the Target Company

shall, promptly upon completion of the Tender Offer, take measures necessary to make

the Target Company a wholly owned subsidiary of the Tender Offeror, and FJIH shall

cause the Tender Offeror to take measures to do the same (this making the Target

Company a wholly owned subsidiary shall hereinafter be referred to as the “Creation of

Wholly Owned Subsidiary”).

(III)(i) From the execution date of the MOU until the completion of the Creation of Wholly

Owned Subsidiary, the Target Company shall, exercising the due care of a prudent

manager, continue to, and shall cause its subsidiaries to continue to, conduct its and their

respective businesses in a manner substantively identical and within the ordinary course

of its and their respective businesses as conducted prior to the date of the MOU and shall

not conduct, and shall cause its subsidiaries not to conduct, any issuances of stock or

subscription warrants (including corporate bonds with subscription warrants),

acquisitions or disposals of treasury stock, stock splits, reverse stock splits, gratis

allotments of stock or subscription warrants, distributions of dividends or other disposal

of excess capital or any other action that would have a material adverse effect on the

respective fiscal condition, results of operations, cash flow, business, assets, debt, future

plans with respect to profitability, or any forecasts with respect to any of the foregoing,

of the Target Company or any of its subsidiaries; provided, however, that provided that

the Target Company is not prohibited from taking any of the foregoing actions if the

Creation of Wholly Owned Subsidiary is not complete or if there is possibility that

refraining from taking such action would damage the Target Company’s corporate value.

(ii) From the date of the MOU until the completion of the Creation of Wholly Owned

Subsidiary, the Target Company shall, upon the reasonable request of FJIH or any of its

agents, to the extent that it does not seriously impede the Target Company’s regular

business operations, provide the respective accounting books, records and other materials

as well as other information of the Target Company and its subsidiaries as well as ensure

reasonable access to the respective officers of the Target Company and its subsidiaries.

(IV) FJIH values the Target Company’s current management policy and shall, in principle,

continue to respect the independence of the Target Company’s management after the

successful completion of the Tender Offer; FJIH shall, in principle, respect the Target

Company’s medium-term management plan in place as of the execution date of the MOU

(if the terms are amended upon mutual agreement between FJIH and the Target Company

after the execution date of the MOU, including such amended medium-term management

plan); for a period of two (2) years after the completion of the Tender Offer, the Target

Company may, in principle, at its own reasonable judgment and discretion, conduct new

31

sales of properties in connection with the Target Company’s real estate business and

hotel business; provided, however, that any such sales shall, in order to maximize the

sales price, be conducted pursuant to highly transparent, market driven procedures and,

absent the Tender Offeror’s prior consent, all sales of Japanese assets must be at prices

above their appraisal value and all sales of U.S. assets must be at prices above recent

book values. Furthermore, in the event the Target Company conducts any new

acquisition of properties in connection with the Target Company’s real estate business

and hotel business, such acquisition shall require the Tender Offeror’s prior consent.

(V) With respect to the Directors of the Target Company after the successful completion of

the Tender Offer, FJIH will have the right to nominate all such Directors; provided,

however, that the provisions of (IV) above shall prevail over the provisions of this

paragraph (V), and FJIH shall cause any such Directors that it nominates to respect the

provisions of paragraph (IV) above.

(VI)(i) FJIH shall maintain the employment of those employed by the Target Company as of the

execution date of the MOU on the conditions of employment at least equivalent to the

level as of the execution date of the MOU.

(ii) Promptly upon completion of the Creation of Wholly Owned Subsidiary, FJIH shall grant

incentive compensation (e.g., the interest in Tender Offeror) with such terms as would

be separately agreed on by FJIH and the Target Company to employees to be separately

specified by the Target Company out of the employees who are the Target Company’s

employees as of the execution date of the MOU or who become employed by the Target

Company on or after the execution date of the MOU (employees who are granted the

incentive compensation pursuant to this paragraph shall hereinafter be referred to as the

“Target Employees”).

(VII) If FJIH intends to exit, FJIH commits that it shall, upon good faith consultation with the

Target Company, conduct the same through any of the following methods, and shall,

promptly upon the completion of the Creation of Wholly Owned Subsidiary, execute a

memorandum of understanding, to which FIJH, the Target Company and the Target

Employees are parties, to confirm the details of the details thereof:

(A) Redemption of the Tender Offeror’s membership interests held by Sapporo GK

and Sapporo Holdings I LLC (hereinafter referred to collectively as the “Tender

Offeror’s Unitholders”) by the Tender Offeror;

(B) Transfer to a third party by the Tender Offeror’s Unitholders of the Tender

Offeror’s membership interests or by the Tender Offeror of the Target Shares

(provided that, except for a transfer to the Target Employees, until two years have

passed from the completion of Creation of Wholly Owned Subsidiary, the prior

32

written consent of the Target Company and the Target Employees shall be

required); or

(C) Re-listing of the Target Shares on stock/financial instruments exchange.

2. Outline of Tender Offer

(1) Outline of Target Company

(1) Name UNIZO Holdings Company, Limited

(2) Location 2-10-9, Hatchobori, Chuo-ku, Tokyo

(3) Name and Title of

Representative

Tetsuji Kosaki, President and CEO

(4) Description of Business Real estate business (office leasing), hotel Business

(5) Capital JPY32,062.88 million (as of March 31, 2019)

(6) Date of Incorporation September 1, 1959

(7) Major Shareholders and

Shareholding Ratio (as of

March 31, 2019)

(Note)

H.I.S. Co., Ltd. 4.52％

The Kyoritsu Co., Ltd. 4.31％

Nippon Steel Kowa Real Estate Co., Ltd. 4.04％

The Master Trust Bank of Japan, Ltd.

(Trust Account) 3.84％

NITTO BOSEKI CO., LTD. 3.80％

SUGA Co., Ltd. 3.32％

Japan Trustee Services Bank, Ltd. (Trust

Account) 2.67％

IBJ Leasing Company, Limited 2.58％

Toko Electrical Construction Co., Ltd. 1.87％

BARCLAYS BANK PLC A/C CLIENT

SEGREGATED A/C PB CAYMAN

CLIENTS

(Standing Proxy: Barclays Securities

Japan Limited)

1.72％

(8) Relationship between

Tender Offeror and Target

Company

Capital Relationship N/A

Personal Relationship N/A

Business Relationship N/A

Applicability to Related

Parties

N/A

(Note) The shareholding ratios are stated as they are disclosed in the Target Company’s Annual

Securities Report for its 42nd fiscal year (which was filed on June 19, 2019).

(2) Schedule, Etc.

(I) Schedule

Planned date of public notice

of commencement of Tender

Offer

August 19, 2019 (Monday)

Public notice shall be provided electronically and a statement to

such effect shall be posted in the Nihon Keizai Shimbun.

(Address of electronic public notice: http://disclosure.edinet-

fsa.go.jp/)

Planned date of filing of

Tender Offer Registration

Statement

August 19, 2019 (Monday)

33

(II) Anticipated Tender Offer Period at the time of filing of the Notification

From August 19, 2019 (Monday) to October 1, 2019 (Tuesday) (30 business days)

(III) Possibility of extending the period based on Target Company’s request

Not applicable

(3) Price for Purchase, Etc.

JPY4,000 per share of common shares

(4) Basis for Calculation, Etc. of Price for Purchase, Etc.

(I) Basis for Calculation

In determining the Tender Offer Price, the Tender Offeror has been proceeding with an

analysis of the corporate value of the Target Company, by conducting due diligence on the

status of its business, assets held by the Target Company, which consist mainly of real estate

within and outside Japan, and its financial condition, etc. based on the financial information

and other materials, etc. disclosed by the Target Company and has been analyzing whether or

not to begin a business collaboration with the Target Company, as well as the economic effect,

etc. if such collaboration were begun. Further, in light of the fact that Target Shares are traded

on an exchange, the Tender Offeror also referred to (a) the closing price of Target Shares on

the First Section of the Tokyo Stock Exchange of August 15, 2019, the business day preceding

the date of announcement of the Tender Offer (JPY3,600), (b) the movement of the simple

arithmetic average closing price for the recent one-month, three-month and six-month period

up to such day (JPY3,463, JPY2,458 and JPY2,268), as well as (x) the closing price of Target

Shares on the First Section of the Tokyo Stock Exchange of July 9, 2019, the business day

preceding the date of announcement of the H.I.S. Tender Offer (JPY1,990), and (y) the

movement of the simple arithmetic average closing price for the recent one-month, three-

month and six-month period up to such day (JPY1,894, JPY1,893 and JPY2,002). In addition,

the Tender Offeror referred to the tender offer price of the H.I.S. Tender Offer (JPY3,100), as

well as the simple arithmetic average closing price of Target Shares on the First Section of

the Tokyo Stock Exchange for the period from July 11, 2019, the business day following the

date of announcement of the H.I.S. Tender Offer, to August 15, 2019, the business day

preceding the date of announcement of the Tender Offer (JPY3,425). Furthermore, based on

the results of the above-mentioned due diligence, market stock price trend and H.I.S. tender

offer price, and comprehensively taking into consideration the likelihood of obtaining the

Target Company’s acceptance of the Tender Otter and the prospects for successful completion

of the Tender Offer, the Tender Offer Price was determined to be JPY4,000 on August 16,

2019, through consultations and negotiations with the Target Company. Please note that

34

because the Tender Offeror has ensured the fairness of the Tender Offer Price by determining

such price by comprehensively taking into consideration various factors as to the stock value

of the Target Company and through sincere consultations and negotiations with the Target

Company, the Tender Offeror has not obtained a share valuation report from any third-party

valuation advisor.

The Tender Offer Price of JPY4,000 represents (a) a premium of 11.11% with respect to

JPY3,600, the closing price of Target Shares on the First Section of the Tokyo Stock Exchange

on August 15, 2019, which was the business day preceding the date of announcement of the

Tender Offer, (b) a premium of 15.51% with respect to JPY3,463, the simple arithmetic

average closing price for the recent one-month period up to such day, (c) a premium of 62.73%

with respect to JPY2,458, the simple arithmetic average closing price for the recent three-

month period up to such day, and (d) a premium of 76.37% with respect to JPY2,268, the

simple arithmetic average closing price for the recent six-month period up to such day,

respectively. Also, the Tender Offer Price of JPY4,000 represents (a) a premium of 101.01%

with respect to JPY1,990, the closing price of Target Shares on the First Section of the Tokyo

Stock Exchange on July 9, 2019, which was the business day preceding the date of

announcement of the H.I.S. Tender Offer, (b) a premium of 111.19% with respect to JPY1,894,

the simple arithmetic average closing price for the recent one-month period up to such day, a

premium of 111.30% on JPY1,893, the simple arithmetic average closing price for the recent

three-month period up to such day, and (c) a premium of 99.80% with respect to JPY2,002,

the simple arithmetic average closing price for the recent six-month period up to such day,

respectively.

(II) Background of Calculation

(Circumstances leading to Determination of the Tender Offer Price)

After the announcement of the H.I.S. Tender Offeror for Target Shares by H.I.S. on July 10,

2019, on July 19, Fortress was approached by the Target Company, through a financial advisor

appointed by the Target Company, as to the possibility of making an offer for the acquisition

of Target Shares and Fortress began considering making such an offer.

Subsequently, Fortress has been proceeding with an analysis of the corporate value of the

Target Company, by conducting due diligence during the period until August 10, 2019, the

date on which Fortress made a first offer for acquisition to the Target Company as mentioned

below, on the status of the business, assets held by the Target Company, which consist mainly

of real estate within and outside Japan and its financial condition, etc. based on the financial

information and other materials, etc. disclosed by Target Company and has been analyzing

whether or not to begin a business collaboration with the Target Company, as well as the

35

economic effect, etc. if such collaboration were begun, and has been conducting discussions

and negotiations with the Target Company. In parallel with such analyses, Fortress has held

discussions with the Target Company on several occasions up to August 10, 2019 regarding

the Target Company’s business challenges, medium- to long-term growth strategy and various

measures aiming at improvement of corporate value of Target Company, as well as the terms

and conditions of the Transaction including the Tender Offer Price, while conducting its

analysis of the corporate value of the Target Company. After the foregoing analysis and

discussions, Fortress decided to make an official offer to the Target Company for acquisition

using the Tender Offeror as the purchaser and on August 10, 2019, Fortress made a first

proposal to the Target Company that it would implement the Transaction under which it would

commence the Tender Offer to acquire all Target Shares and would make the Target Company

a wholly owned subsidiary of the Tender Offeror. After that, Fortress further conducted

discussions and negotiations with the Target Company on the contents of the Fortress’

proposal, and on August 14, 2019, Fortress made a conclusive and final proposal to set the

Tender Offer Price at JPY4,000 and to execute the MOU. Accordingly, following final

discussions with Target Company to implement the Transaction, on August 16, 2019, the

Tender Offeror decided to commence the Tender Offer with the Tender Offer Price of

JPY4,000.

(Measures to Ensure Fairness of Tender Offer Price and Measures to Avoid Conflicts of

Interest, and Other Measures to Ensure Fairness of Tender Offer)

Taking into consideration the fact that the Tender Offer will be conducted as a part of the

Transaction aimed at making the Target Company a wholly owned subsidiary as well as other

factors, in order to eliminate the risk of arbitrariness in the decision-making process at the

board of directors of the Target Company, to ensure the fairness and transparency of the

Tender Offer, the Tender Offeror and the Target Company have implemented the measures

stated in “(3) Measures to Ensure Fairness of Tender Offer Prices and Avoid Conflicts of

Interest, and Other Measures to Ensure Fairness of Tender Offer” of “1. Purpose, Etc. of

Tender Offer, Etc.” above.

(III) Relationship with Valuation Advisors

Because the Tender Offeror did not obtain valuation reports, etc. from any third-party

valuation advisor when determining the price for purchase, etc. with respect to the Tender

Offer, this matter is not applicable.

36

(5) Number of Shares, Etc. Planned to be Purchased

Number of Shares Planned to be

Purchased

Minimum Number of Shares

Planned to be Purchased

Maximum Number of Shares

Planned to be Purchased

34,220,295 (shares) 22,813,500 (shares) - (shares)

(Note 1) If the total number of Tendered Shares, Etc. is less than the minimum number of shares planned

to be purchased (22,813,500), the Tender Offeror will not purchase any of Tendered Shares,

Etc. If the total number of Tendered Shares, Etc. is equal to or exceeds the minimum number

of shares planned to be purchased (22,813,500 shares), the Tender Offeror will purchase all of

Tendered Shares, Etc. The minimum number of shares to be purchased (22,813,500 shares) is

calculated by multiplying (A) the number of voting rights (342,202) as to the number of shares

calculated by subtracting (a) the treasury shares held by Target Company as of June 30, 2019

(405 shares) as stated in the Target Company Summary of Financial Results for 1st Quarter of

Fiscal Year Ending March 2020 from (b) the total number of issued shares as of June 30, 2019

(34,220,700 shares) as stated in the Target Company 1st Quarterly Report for Fiscal Year

Ending March 2020 (34,220,295 shares); by (B) two-thirds (2/3) (228,135; rounding up any

fractions less than one) and by (C) 100 shares.

(Note 2) Because no maximum number of shares planned to be purchased is set for the Tender Offer,

the maximum number of Target Shares to be acquired by the Tender Offeror in the Tender

Offer (34,220,295 shares) is stated as the number of shares planned to be purchased.

(Note 3) There is no plan to acquire the treasury shares held by the Target Company through the Tender

Offer.

(Note 4) The Tender Offer also applies to fractional units of shares. If the right to request a sale of

fractional shares is utilized pursuant to the Companies Act, the Target Company may purchase

such fractional shares during the tender offer period in accordance with applicable legal

procedures.

(6) Changes to Ratio of Holding of Shares, Etc. after Tender Offer

Number of voting rights

represented by shares held by

Tender Offeror prior to Tender

Offer

- (Ratio of holding of shares, etc. prior to

Tender Offer: -%)

Number of voting rights

represented by shares held by

special related parties prior to

Tender Offer

- (Ratio of holding of shares, etc. after Tender

Offer: -%)

37

Number of voting rights

represented by shares held by

Tender Offeror after Tender Offer

342,202 (Ratio of holding of shares, etc. after Tender

Offer: 100%)

Number of voting rights

represented by shares held by

special related parties after Tender

Offer

- (Ratio of holding of shares, etc. after Tender

Offer: -%)

Total number of voting rights held

by all shareholders of Target

Company

342,124

(Note 1) “Number of voting rights represented by shares held by Tender Offeror after Tender Offer” is

the number of voting rights as to the maximum number of Target Shares to be purchased by

the Tender Offeror in the Tender Offer (34,220,295 shares).

(Note 2) “Total number of voting rights held by all shareholders of Target Company” is the total number

of voting rights as of March 31, 2019, which is stated in the Target Company 1st Quarterly

Report for 43rd Fiscal Year. Provided that because all Target Shares including fractional units

of shares (but excluding treasury shares held by the Target Company) will be targeted by the

Tender Offer, in calculating “Ratio of holding of shares, etc. after Tender Offer,” the number

of voting rights (342,202) as to the total number of Target Shares (34,220,295 shares) was used

as the denominator.

(7) Purchase Price: JPY136,881.18 million

(Note) “Purchase Price” is the number calculated by multiplying the number of shares planned to

be purchased in Tender Offer (34,220,295 shares) by the purchase price per share

(JPY4,000).

(8) Settlement Method

(I) Name and Location of Head Office of Financial Instruments Business Operator or Bank, Etc.

Responsible for Settlement of Purchase, Etc.

Daiwa Securities Co. Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

(II) Commencement Date of Settlement

October 8, 2019 (Tuesday)

(III) Method of Settlement

Notice of purchase, etc. through the Tender Offer shall be mailed to the addresses of the

tendered shareholders, etc. (or the addresses of the standing proxies in the case of non-resident

shareholders, etc.) without delay after the expiry of the tender offer period.

38

Payment for the purchase, etc. will be made by payment of cash. The purchase price for the

shares, etc. purchased will be remitted by the tender offer agent to the place designated by the

respective tendering shareholders, etc. (or its standing proxies in the case of non-resident

shareholders, etc.) or to the account of the respective tendered shareholders, etc., upon

instructions of the tendered shareholders, etc. on and after the commencement date of

settlement without delay (a remittance charge may be required).

(IV) Method of Returning of Shares, Etc.

If a decision is made not to purchase all of the shares, etc. pursuant to the conditions set forth

in “(I) Conditions set forth in Each Item of Article 27-13, Paragraph 4 of the Act and

Description thereof” and “(II) Conditions of Withdrawal, Etc. of Tender Offer, Details thereof

and Method of Disclosure of Withdrawal, Etc.” of “(9) Other Conditions and Methods of

Purchase, Etc.” below, shares, etc. required to be returned will be returned by restoring the

record to the status immediately before they were tendered, on the respective tendered

shareholders account that is opened with the tender offer agent, without delay on or after two

business days following the last day of the tender offer period (or the date of withdrawal, etc.

in the event of withdrawal, etc. of the Tender Offer).

(9) Other Conditions and Methods of Purchase, Etc.

(I) Conditions set forth in Each Item of Article 27-13, Paragraph 4 of the Act and Description

thereof

If the total number of Tendered Shares, Etc. is less than the minimum number of shares

planned to be purchased (22,813,500 shares), none of the Tendered Shares, Etc. will be

purchased. If the total number of Tendered Shares, Etc. is equal to or exceeds the minimum

number of shares planned to be purchased (22,813,500 shares), all of Tendered Shares, Etc.

will be purchased.

(II) Conditions of Withdrawal, Etc. of Tender Offer, Details thereof and Method of Disclosure of

Withdrawal, Etc.

The Tender Offer may be withdrawn if any of the matters set forth in Article 14, Paragraph 1,

Item 1 (a) through (i) and (l) through (r), Item 3 (a) through (h) and (j), and Article 14,

Paragraph 2, Items 3through 6 of the Order occurs. For the purposes of Tender Offer, the

“facts equivalent to those which are set forth in Sub-item (a) through (i)” of Article 14,

Paragraph 1, Item 3 (j) of the Order shall mean (i) the case where it was revealed that any of

the statutory disclosure documents previously submitted by the Target Company contains any

39

false statement as to any important matter or omits any statement as to any important matter

which should have been stated therein, and (ii) the case where any of the facts set forth in said

Item 3 (a) through (g) has occurred with respect to any of important subsidiaries of the Target

Company.

To make withdrawal, etc., a public notice shall be given electronically and a statement to such

effect shall be posted on the Nihon Keizai Shimbun. Provided, however, that if it is difficult

to give such public notice by the end of the tender offer period, any public announcement shall

be made by such method as is set forth in Article 20 of the Ordinance, to be followed by a

public notice immediately.

(III) Conditions of Reduction of Purchase Price, Etc., Details thereof, and Method of Disclosure

of Reduction

Pursuant to Article 27-6, Paragraph 1, Item 1 of the Act, if the Target Company conducts any

of the acts set forth in Article 13, Paragraph 1 of the Order during the tender offer period, the

purchase price, etc. may be reduced in accordance with the standards set forth in Article 19,

Paragraph 1 of the Ordinance. To reduce the purchase price, etc., a public notice shall be

given electronically and a statement to such effect shall be posted on the Nihon Keizai

Shimbun. Provided, however, that if it is difficult to give such public notice by the end of the

tender offer period, any public announcement shall be made by such method as is set forth in

Article 20 of the Ordinance, to be followed by a public notice immediately. If the purchase

price, etc. is reduced, Tendered Shares, Etc. having been tendered before the date of such

public notice will also be purchased at the reduced purchase price, etc.

(IV) Matters concerning Right of Cancellation of Contracts of Tendered Shareholders, Etc.

Tendered shareholders, etc. may cancel any agreements with respect to the Tender Offer at

any time during the tender offer period. To cancel such an agreement, a cancellation

document (i.e., the receipt of application for tender offer or any document indicating the

intention to cancel the tender offer agreement) must be delivered or sent to the head office or

a branch office across the country of the tender offer agent that accepted the application, by

no later than 4:00 p.m. of the last day of the tender offer period.

Please note that no compensation for damages or penalty payments will be claimed against

any tendered shareholder, etc. by the Tender Offeror in the event that the agreement is

cancelled by any tendered shareholder, etc. Further, costs for returning the Tendered Shares,

Etc. shall be borne by the Tender Offeror. If the cancellation is proposed, the Tendered Shares,

40

Etc. shall be returned immediately after necessary procedures have been completed in such

method as is set forth in “(IV) Method of Returning of Shares, Etc.” of “(8) Settlement Method”

above.

(V) Method of Disclosure if Conditions for Purchaser, Etc. are Changed

Except as prohibited under Article 27-6, Paragraph 1 of the Act and Article 13 of the Order,

the Tender Offeror may change the conditions for purchase, etc. during the tender offer period.

To make any change to the conditions for purchase, etc., a public notice shall be given

electronically regarding the substance of the change, etc. and a statement to such effect shall

be posted on the Nihon Keizai Shimbun. Provided, however, that if it is difficult to give such

public notice by the end of the tender offer period, any public announcement shall be made

by such method as is set forth in Article 20 of the Ordinance, to be followed by a public notice

immediately. If any change is made to the conditions for purchase, etc., the Tendered Shares,

Etc. tendered before the date of such public notice will be purchased under the changed

conditions for purchase, etc.

(VI) Method for Disclosure if Amended Statement of TOB Notification is Submitted

If any amended statement of TOB Notification is filed by the Tender Offeror to the Director-

General of the Kanto Local Finance Bureau (excluding, however, the case set forth in the

proviso of Article 27-8, Paragraph 11 of the Act), the portion of the amended statement which

pertains to the contents stated in the public notice of the commencement of tender offer will

be publicly announced immediately by such method as is set forth in Article 20 of the

Ordinance. In addition, the Tender Offer Explanation Statement shall be immediately

amended, and the amended Tender Offer Explanation Statement shall be provided for

correction to tendered shareholders to whom the Tender Offer Explanation Statement had

already been delivered. However, if the scope of the amendment is minor, such amendment

shall be made by preparing a document indicating the reason for the amendment, the amended

matters and the amended descriptions, which shall be delivered to tendered shareholders.

(VII) Method for Disclosure of Result of Tender Offer

The results of the Tender Offer will be publicly announced by such method as is set forth in

Article 9-4 of the Order and Article 30-2 of the Ordinance on the day following the last day

of the tender offer period.

41

(10) Date of Announcement of Commencement of Tender Offer

August 19, 2019 (Monday)

(11) Tender Offer Agent

Daiwa Securities Co. Ltd. 9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

3. Policies, Etc. after Tender Offer and Future Prospects

Please refer to “(4) Policy for Organizational Restructuring, Etc. after Tender Offer (Matters

Regarding the So-called ‘Two-Step Acquisition’)” and “(5) Prospect of and Reasons for Delisting” of

“1. Purpose, Etc. of Tender Offer, Etc.” above.

4. Others

(1) Agreements Between Tender Offeror and Target Company or its Officers and Details Thereof

(I) Agreements Between Tender Offeror and Target Company and Details Thereof

Target Company’s Press Release, at the meeting of its board of directors held on August 16,

2019, the Target Company adopted a resolution support the Tender Offer and to recommend

that shareholders holding Target Shares tender their shares in the Tender Offer. For details

of the resolution of such meeting of the board of directors of the Target Company, please refer

to the Target Company’s Press Release, as well as “(IV) Approval of All Directors and

Opinions Stating that No Objection was Made by Audit & Supervisory Board Members of

Target Company” of “(3) Measures to Ensure Fairness of Tender Offer Prices and Avoid

Conflicts of Interest, and Other Measures to Ensure Fairness of Tender Offer” of “1. Purpose,

Etc. of Tender Offer, Etc.” above.

Further, FJIH entered into the MOU with the Target Company effective as of August 16, 2019.

For the details of the MOU, please refer to “(6) Matters Related to Important Agreements

Concerning Tender Offer” of “1. Purpose, Etc. of Tender Offer, Etc.” above.

(II) Agreements Between Tender Offeror and Officers of Target Company and Details Thereof

Not applicable.

(2) Others

This press release is made for the purpose of publicly announcing the Tender Offer and not for the

purpose of soliciting an offer to sell nor offering to purchase any securities in the Tender Offer.

42

Any shareholder who intends to apply for the sale, etc. of any securities should make sure to act at

its own discretion after reviewing the Tender Offer Explanation Statement as to the Tender Offer.

This press release does not constitute a solicitation of sale of, or an offer for purchase of, any

securities, nor a part thereof, and neither this press release (or a part thereof) nor the delivery thereof

shall provide a basis for any agreement for the Tender Offer and may be relied upon for executing

any such agreement.

The Tender Offer is conducted to purchase common stock of the Target Company, a corporation

incorporated in Japan. Although the Tender Offer will be conducted in accordance with the

procedures and information disclosure standards prescribed in the Financial Instruments and

Exchange Act, these procedures and standards may differ from the procedures and standards in the

United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934,

as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender

Offer does not confirm to those procedures and standards. All of the financial information

contained in this press release is based on Japanese accounting standard, not U.S. accounting

standards, and may not necessarily be comparable to financial information based on U.S.

accounting standards. Further, it may be difficult to enforce any right or demand arising under U.S.

federal securities laws, because both of the Tender Offeror and the Target Company are

incorporated outside the United States and none of its officers are U.S. residents. It may be

impossible to sue a company outside the United States and its officers in a non-U.S. court for a

violation of the U.S. Securities laws. Furthermore, there is no guarantee that one would be able to

compel a company outside the United States or its subsidiaries and affiliated parties to subject

themselves to the jurisdiction of a U.S. court.

Unless otherwise specified, all procedures relating to the Tender Offer shall be conducted in

Japanese language. If some of the documents relating to the Tender Offer are prepared in English

language and if there is any inconsistency between the English version and the Japanese version,

the Japanese version shall prevail.

This press release contains “forward-looking statements” as defined in Section 27A of the U.S.

Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934.

Known or unknown risks, uncertainties and other factors could cause actual results to substantially

differ from the projections and other matters expressly or impliedly set forth herein as “forward-

looking statements.” Neither the Tender Offeror nor the Target Company, nor any of their

respective affiliated parties, assumes that such express or implied projections, etc. set forth herein

43

as “forward-looking statements” will eventually prove to be correct. The “forward-looking

statements” contained in this press release have been prepared based on the information held by

the Tender Offeror and the Target Company as of the date hereof and, unless otherwise required

under applicable laws and regulations, neither the Tender Offeror nor the Target Company, nor

any of their respective affiliated parties, assumes any obligation to update or revise this press

release to reflect any future events or circumstances.

There is a possibility that the Tender Offeror, any of the Target Company’s financial advisors or

the tender offer agent (including their respective related parties) may conduct purchases of

common stock of the Target Company not under the Tender Offer for its or their own account or

on the account of its or their clients, or may take any action toward such purchase, prior to the

commencement of the Tender Offer or during the tender offer period, in the ordinary course of

business in accordance with the requirements under Article 5(b) of Rule 14(e) of the U.S. Securities

Exchange Act of 1934, to such extent as is permitted by Japanese legislation related to financial

instruments transactions and other applicable laws and regulations.

For details of the procedures, etc. for participating in the Tender Offer, please refer to the

“Guidance to the Procedures in Applying for the Tender Offer for the Common Shares of UNIZO

Holdings Company, Limited” attached hereto.

End

Attachment

Guidance to the Procedures in Applying for

the Tender Offer for the Common Shares of

UNIZO Holdings Company, Limited

1

Table of Contents

Tender Application Period･･･････････････････････････････････････ P.2

Place of Tender Application･････････････････････････････････････ P.2

Others･････････････････････････････････････････････････････････ P.2

Details of Tender Application ･･･････････････････････････････････ P.3

2

Tender Application Period

From August 19, 2019 (Monday) to October 1, 2019 (Tuesday)

(Note) Please be noted that acceptance of the tender application will be closed as of 16:00 on the

last day of the tender application period, October 1, 2019.

Please note that it may take 4 or 5 business days for the book entry of shares

via other financial services providers, etc. when applying for the Tender

Offer. It is advised that tender applications are filed well in advance.

Shareholders should apply at the head office of Daiwa Securities Co. Ltd. ( “Daiwa Securities” )

or its branch offices throughout Japan. Shareholders who already have an account at Daiwa

Securities (a “Daiwa Securities account”) should apply at Daiwa Securities’ head office or

branch office in which the shareholders have opened the Daiwa Securities account. For the place

of tender application, please see the attached “Place of Tender Application List”. PLEASE

NOTE THAT ANY TENDER APPLICATION THROUGH FINANCIAL SERVICES

PROVIDERS, ETC. OTHER THAN DAIWA SECURITIES WILL BE REJECTED.

(Note) Shareholders residing outside Japan (including corporation shareholders) need to apply

through a standing proxy in Japan.

Selection of Tax Classification

i. For individuals

For shareholders who are individuals, the difference between the sale price of the tendered

shares and the purchase price of them is subject to separate self-assessment taxation

concerning capital gain from transfer of shares. For shares, specific accounts are made

available. Please consult with tax experts such as a certified tax accountant and make your

decisions at your own risk with respect to specific tax treatment.

Place of Tender Application

Others

3

ii. For non-residents without permanent establishment.

For non-residents without permanent establishment in Japan, the gained earned through sale

of the tendered shares will not be taxed in principle. However, requirement for filing a tax

return or the tax account depends on the circumstances. Please consult with tax experts such

as a certified tax accountant and make your decisions at your own risk with respect to

specific tax treatment.

A shareholder who already has a Daiwa Securities account should contact Daiwa Securities’

head office or branch in which the shareholder has opened the Daiwa Securities account. A

shareholder who does not have a Daiwa Securities account needs to open a Daiwa Securities

account in applying for the Tender Offer. Please see below for the methods of opening a Daiwa

Securities account and applying for the Tender Offer.

Opening a Daiwa Securities Account

Please bring the following items with you when visiting Daiwa Securities. If you wish to open

an account via postage, please contact Daiwa Securities at your earliest convenience.

Details of Tender Application

When applying for the Tender Offer, it is essential to read the tender offer explanation

statement to be distributed by Daiwa Securities and make your decisions by yourself.

Required Items

i. Seal

Please bring your registered seal

ii. Documents for confirming personal identification number and identity

verification documents

You must provide the following individual number and identification documents (if a

shareholder is a corporation, the identification documents of the person in charge who

actually handles the transaction (person in charge of the transaction) and confirmation of

the fact that that person in charge of the transaction has been assigned to the duty of

handling the transaction for the corporation are also required in addition to the corporate

4

number and identification documents of the corporation).Please contact Daiwa Securities

for the details for these requirements.

・In the case of an individual

Please submit any of the documents of A through C below.

Individual number

confirmation document Identity verification document

A Individual number card

(back) Individual number card (front)

B Notice card One item from a or two items from b

C

Copy of certificate of

residence indicating the

individual number or

certificate of registered

particulars in the certificate

of residence

One item from either a or b other than a copy of

certificate of residence and certificate of registered

particulars in the certificate of residence)

a. Identity verification documents with photo ID

・A copy of a valid original document must be submitted.

Passport, driver’s license, certificate of driving history, any welfare certificates,

resident card, special permanent resident certificate

b. Identity verification documents without photo ID

・The original within six months of its issuance or a copy must be submitted.

Copy of certificate of residence, certificate of registered particulars in the

certificate of residence, certificate of seal impression

・A copy of a valid original document must be submitted.

Any health insurance card, national pension certificate (indicating name, address

and date of birth), any welfare certificates etc.

・In the case of a corporation

Please submit the documents of A through C below.

A Corporate number

confirmation document

・Corporate number designation notice, or

・Document on which the corporate number is

printed

B Corporate customer’s

identification document

・Certificate of registered matters, or

・Document etc. issued by a government office

(document by which the name, the address of the head

office or primary office and business contents can

be confirmed)

5

Application for the Tender Offer

Once an account is opened at Daiwa Securities and Daiwa Securities confirms that you own the

Target Shares, you will be eligible for applying for the Tender Offer. Please fill in the “Tender

Offer Application Form” which can be found at Daiwa Securities and apply for the Tender Offer.

PLEASE BRING YOUR REGISTERED SEAL FOR THE DAIWA SECURITIES ACCOUNT

AS IT WILL BE NECESSARY. Also, Daiwa Securities may require the presentation of identity

verification documents, and please contact Daiwa Securities in advance for the details.

PLEASE NOTE THAT IT WILL TAKE 4 OR 5 BUSINESS DAYS FOR THE BOOK

ENTRY OF THE SHARES (INCLUDING WHERE SHARES ARE MANAGED AT

SPECIFIED ACCOUNTS OF ACCOUNT MANAGEMENT INSTITUTIONS SUCH AS

TRUST BANKS). IF THE BOOK ENTRY INTO A DAIWA SECURITIES ACCOUNT IS

NOT COMPLETED BY THE LAST DAY OF THE TENDER APPLICATION PERIOD,

A SHAREHOLDER WILL NOT BE ABLE TO APPLY FOR THE TENDER OFFER. AS

SUCH, PLEASE BE SURE TO CONSULT WITH DAIWA SECURITIES OR THE

FINANCIAL SERCICES PROVIDER, ETC. WHICH MANAGES YOUR SHARES

WELL IN ADVANCE.

C Identification document of

person in charge of transaction

・Individual number card (front), or

・Identification document(s) in the case of an

individual above (one item from a, or two items from

b)

・In the case of a foreigner (excluding residents) or a corporation having its head office

or primary office overseas

Documents issued by a foreign government or authorized international agency approved

by the Japanese government or any other similar document that qualifies as a resident’s

identification document (in the case of a natural person, limited to documents indicating

the name, address and date of birth, and in the case of a corporation, limited to documents

indicating the name, the address of head office or primary office and nature of business)

iii. An item which can verify the account number of the bank account in which the

purchase price will be remitted

Bank book, cash card, etc.

(Note) Daiwa Securities may charge designated account maintenance fees based on the transactions with

the customer and the status of deposit. For the details, please inquire the head office of Daiwa Securities

or its branch offices.

6

Attachment: Place of Tender Application List (Omitted)

If the shares are managed by financial services providers, etc. other than Daiwa Securities

You will need your shares to be transferred to a Daiwa Securities account, and please cause

the financial services provider, etc., which manages your shares, to transfer them into a

Daiwa Securities account. In doing so, you will need the account number of the Daiwa

Securities account (if the transfer is made between specified accounts, the account number

of Daiwa Securities’ specified account), so please make sure to have the number at hand.

Please also be noted that a book entry of the shares does not complete the tender application,

and you will need to apply for the Tender Offer after the book entry of the shares.