January 15, 2021
To whom it may concern
Company name: Pressance Corporation Co., Ltd.
Representative:

Yutaka Doi, President and Representative Director(TSE First Section Code No. 3254)

Contact:

Kyosuke Ichikawa, Executive Officer, Deputy General Manager of Management Division andGeneral Manager of Accounting Department
TEL: +81-6-4793-1650
Notice Regarding Outcome of the Tender Offer for Our Share Certificates by Open House Co., Ltd.
and Changes in Our Parent Company and Other Affiliated Companies

Pressance Corporation Co., Ltd. (“Company”) hereby announces that the tender offer for common stock of the Company(the “Company’s Stock”) conducted by Open House Co., Ltd. (the “Tender Offeror”) from November 16, 2020 (the“Tender Offer”) was completed on January 14, 2021.
The Company also announces that, regarding the proposed issuance of offered shares through third-party allotment to theTender Offeror as the scheduled allottee, as announced by the Company’s press release “Notice Regarding the Issuance of
New Shares through Third-Party Allotment” issued on November 13, 2020 (the “Capital Increase through Third-Party
Allotment”), it is expected that the Tender Offeror’s payment for the Capital Increase through Third-Party Allotment willtake place on January 19, 2021, i.e., the business day preceding the settlement commencement date for the Tender Offer,based on the expected satisfaction of the certain conditions precedent for the Capital Increase through Third-Party
Allotment, such as the completion of the Tender Offer.
The Company further announces that if the payment for the Capital Increase through Third-Party Allotment is completed
and if the settlement for the Tender Offer takes place, the Tender Offeror, which is currently one of the “other affiliatedcompanies” of the Company, will newly become the Company’s parent company on January 20, 2021 (i.e., the settlement
commencement date for the Tender Offer).

Ⅰ. Outcome of the Tender Offer
The Company received today a report from the Tender Offeror that the Tender Offeror is scheduled to acquire
19,881,500 shares of the Company’s Stock through the Tender Offer, as described in the document attached hereto,“Notice Concerning Results of Tender Offer against Pressance Corporation Co., Ltd. Shares (Securities Code: 3254) andChange in the Company’s Subsidiary.”

II. Changes in Parent Company and Other Affiliated Companies
1. Scheduled Date of Changes
January 20, 2021 (settlement commencement date for the Tender Offer)
2. Background of Changes
The Company received today a report from the Tender Offeror that the Tender Offeror is scheduled to acquire
19,881,500 shares of the Company’s Stock through the Tender Offer, and that the Tender Offeror intends to makepayment for all of the shares offered in the Capital Increase through Third-Party Allotment (3,508,772 shares ofcommon stock for a total paid-in amount of 5,000,000,100 yen) on January 19, 2021, i.e., the business day preceding
the settlement commencement date for the Tender Offer.
Consequently, if the Tender Offeror completes the payment for the Capital Increase through Third-Party Allotment
1

on January 19, 2021, and if the settlement for the Tender Offer takes place on January 20, 2021 (i.e., the settlement
commencement date for the Tender Offer), the Tender Offeror, which is currently one of the “other affiliatedcompanies” of the Company, will newly become the parent company of the Company on January 20, 2021, when thenumber of voting rights of the Company held by the Tender Offeror will represent more than 50% of the number ofvoting rights held by all shareholders of the Company.
3. Outline of the Shareholder Which Is One of the “Other Affiliated Companies” and Will Become the Parent Company
(1)

Name

Open House Co., Ltd.

(2)

Address

2-4-1 Marunouchi, Chiyoda-ku, Tokyo(3)

Representative’s namePresident and Representative Director: Masaaki Araiand title(4)

Contents of business

Single-family homes related business, condominiums business, incomeproducing real estate business, and other businesses(5)

Capital amount

19,741 million yen (as of September 30, 2020)(6)

Date of incorporation

November 22, 1996

(7)

Consolidated net assets

233,695 million yen (as of September 30, 2020)(8)

Consolidated total assets

569,038 million yen (as of September 30, 2020)(9)

Major shareholders and

Masaaki Arai

their stakes (as of

Ichigo Trust Pte. Ltd.

September 30, 2020)(Standing Proxy: The Hongkong and Shanghai Banking

38.15%

Corporation Limited, Tokyo Branch)

7.16%

The Master Trust Bank of Japan, Ltd. (trust account)

5.45%

Custody Bank of Japan, Ltd. (trust account)

4.33%

Morgan Stanley MUFG Securities Co., Ltd.

1.88%

TAIYO FUND, L.P.
(Standing Proxy: MUFG Bank, Ltd.)

1.62%

Hitoshi Imamura(Standing Proxy: Mizuho Securities Co., Ltd.)

1.59%

SSBTC CLIENT OMNIBUS ACCOUNT(Standing Proxy: The Hongkong and Shanghai Banking
Corporation Limited, Tokyo Branch)

1.58%

Custody Bank of Japan, Ltd. (trust account 5)

1.02%

STATE STREET BANK AND TRUST COMPANY 505223(Standing Proxy: Mizuho Bank, Ltd.)
(10)

0.98%

Relationship between the Company and the Shareholder
Capital relationship

The Tender Offeror holds 20,621,100 shares of the Company’s Stock, and theCompany is its equity-method affiliate.

Personal relationship

As of today, Mr. Kotaro Wakatabi, who is an outside director of the Company, isconcurrently serving as a director of the Tender Offeror.

Transactional

The Tender Offeror’s consolidated subsidiary Open House Development Co.,

relationshipLtd. and the Company engage in transactions in which Open House
Development Co., Ltd. purchases land from the Company.

4. Number of Voting Rights (Shares) and Proportion of Voting Rights Held by the Tender Offeror before and after the
Changes
Attribute

Number (proportion) of voting rights

2

Rank amongDirectly held
One of the “other
Beforeaffiliated companies”

changes

Largest shareholder as thechanges

additions

206,211 units
20,621,100 shares

Total

major
shareholders

206,211 units－

20,621,100 shares(31.84%)(31.84%)

Parent company

440,113 units

440,113 units

Largest shareholder as the

44,011,372 sharesmajor shareholders(64.46%)

major shareholders
After

Required－

44,011,372 shares

First

First

(64.46%)(Note 1) The proportion of voting rights before the changes is the percentage (rounded to two decimal place) of voting
rights held against the total number of voting rights of the Company as of September 30, 2020 (i.e., 647,724
units).
(Note 2) The number of voting rights to be directly held by the Tender Offeror after the changes is the number of voting
rights corresponding to the number of shares of the Company’s Stock (44,011,372 shares) calculated by adding
together: (i) the number of shares of the Company’s Stock directly held by the Tender Offeror before thechanges (i.e., 20,621,100 shares); and (ii) the number of shares of the Company’s Stock to be acquired by theTender Offeror through the Capital Increase through Third-Party Allotment (3,508,772 shares) and that by
Tender Offer (i.e., 19,881,500 shares).
(Note 3) The proportion of voting rights after the changes is the percentage (rounded to two decimal place) of voting
rights held against the total number of voting rights (682,811 units) calculated by adding together (a) the total
number of voting rights of the Company as of September 30, 2020 (i.e., 647,724 units) and (b) the number ofvoting rights (i.e., 35,087 units) corresponding to the number of shares of the Company’s Stock to be acquiredby the Tender Offeror through the Capital Increase through Third-Party Allotment (3,508,772 shares).
5. Changes to Unlisted Parent Company, etc. Subject to Disclosure
The Tender Offeror is not an unlisted parent company, etc. subject to disclosure, since the Tender Offeror is listed on
Tokyo Securities Exchange Co., Ltd. (the “Tokyo Stock Exchange”).
6. Future Outlook
As described in “d. Management Policy after the Tender Offer” of “(2) Grounds and Reasons for Opinion” under
the heading, “3. Opinion Regarding Tender Offer and Grounds and Reasons Therefor,” and in “(5) Possibility ofDelisting and Reasons Therefor” under the same heading, of the Company’s press release “Notice Regarding
Expression of Opinion Concerning the Tender Offer for Our Share Certificates by Open House Co., Ltd. andExecution of Agreement Concerning Amendment, Etc. to Capital and Business Alliance Agreement with Open House
Co., Ltd.” issued on November 13, 2020, the Tender Offer is not intended to delist the Company’s Stock. The
Company’s Stock will remain listed on the First Section of the Tokyo Stock Exchange after completion of the payment
for the Capital Increase through Third-Party Allotment and after the settlement of the Tender Offer.
If it becomes necessary to revise financial results forecast or if any matters that should be published occur, theCompany will promptly disclose the same.
End
Reference: “Notice Concerning Results of Tender Offer against Pressance Corporation Co., Ltd. Shares (Securities Code:3254) and Change in the Company’s Subsidiary” dated January 15, 2021 (attached)3

[Translation for Reference Purpose Only]
January 15, 2021
To All Concerned Parties
Company Name:Open House Co., Ltd.

Representative:

Masaaki Arai, President and CEO

Securities code:

3288, First section of TSE

Contact:

Kotaro Wakatabi, Managing Director, CFO
Telephone Number : 03-6213-0776

Notice Concerning Results of Tender Offer against Pressance Corporation Co., Ltd. Shares(Securities Code: 3254) and Change in the Company’s Subsidiary
Open House Co., Ltd. (the “Company” or the “Tender Offeror”) has resolved at its Board of Directors
meeting held November 13, 2020 to acquire the common stock (the “Target Company’s Stock”) of
Pressance Corporation Co., Ltd. (as listed on the First Section of the Tokyo Stock Exchange, Inc. (the“Tokyo Stock Exchange”) securities code: 3254; the “Target Company” ) through a tender offer (the“Tender Offer”) under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended;“Act”) and commenced the Tender Offer as from November 16, 2020.

Since the Tender Offer wascompleted on January 14, 2021, the Company hereby announces the results thereof, as follows:
The Company also hereby announces that, as a result of the Tender Offer, the Target Company will
become a consolidated subsidiary of the Company on January 20, 2021 (the commencement date ofsettlement for the Tender Offer).
I. Results of Tender Offer
1.

Overview of Purchase, Etc.

(1) Name and Address of Tender Offeror
Open House Co., Ltd.
4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo(2) Name of Target Company
Pressance Corporation Co., Ltd.
(3) Class of Share Certificates, Etc. to Be Purchased, Etc.
Common stock1(4) Number of Share Certificates, Etc. to Be Purchased
Number of shares to be

Minimum number of shares to

Maximum number of shares topurchased

be purchased

be purchased

19,881,500 (shares)－ (shares)

19,881,500 (shares)(Note 1) If the aggregate number of the share certificates, etc., tendered through the Tender Offer (the “Tendered
Share Certificates, Etc.”) is less than or equal to the maximum number of shares to be purchased(19,881,500 shares), the Company will purchase all of the Tendered Share Certificates, Etc. In theevent that the total number of the Tendered Share Certificates, Etc. exceeds the maximum number ofshares to be purchased (19,881,500 shares), the Company shall not purchase, etc. such exceeding
portion, in its entirety or in part, and shall deliver and conduct other settlement relating to the purchase,
etc. of share certificates, etc. in accordance with the pro rata method stipulated in Article 27-13,
Paragraph 5 of the Act and Article 32 of the Cabinet Office Ordinance on Disclosure Required for
Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ministry of Finance Order No.
38 of 1990, as amended; “TOB Order”).
(Note 2) Shares constituting less than a unit will also be subject to the Tender Offer. The Target Company
may purchase its shares in accordance with procedures stipulated in the laws and regulations during
the Tender Offer Period from any shareholders who exercise the right to require the Target Company
to purchase shares constituting less than a unit under the Companies Act (Act No. 86 of 2005, as
amended).
(Note 3) The Company does not intend to acquire, through the Tender Offer, any treasury shares owned by theTarget Company.

(5) Period for Purchase, Etc.
(a)

Period for Purchase, Etc. as of the Time of Filing of Tender Offer Registration Statement
From November 16, 2020 (Monday) through January 14, 2021 (Thursday) (38 business
days)

(b)

Possible Extension of the Tender Offer Period based on the Target Company’s Request
Not applicable(6) Price for Purchase, Etc.
1,850 yen per share of common stock2.

Results of Purchase, Etc.

(1) Outcome of Tender Offer
In the Tender Offer, since the aggregate number of the Tendered Share Certificates, Etc.
(32,634,299 shares) exceeded the maximum number of shares to be purchased (19,881,500 shares),2

the Company shall not purchase, etc. such exceeding portion, in its entirety or in part, and shalldeliver and conduct other settlement relating to the purchase, etc. of share certificates, etc. inaccordance with the pro rata method stipulated in Article 27-13, Paragraph 5 of the Act and Article
32 of the TOB Order, as stated in the Public Notice of the Commencement of the Tender Offer
and Tender Offer Registration Statement (including the matters amended by way of theAmendment to Tender Offer Registration Statement submitted thereafter; hereinafter the same.).
(2) Date of Public Notice of Results of Tender Offer, and Name of Newspaper for Public Notice
Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on January 15, 2021, at theTokyo Stock Exchange, the Company announced to the press the results of the Tender Offer, by
the method prescribed in Article 9-4 of the Order for Enforcement of the Financial Instruments
and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the TOB
Order.
(3) Number of Purchased Share Certificates, Etc.
Classes of Share Certificates,

Number of Tendered Shares

Number of Purchased Shares

Etc.

After Conversion

After Conversion

Share Certificates

32,634,299 shares

19,881,500 shares

－

－

－

－

－

－

－

－

32,634,299 shares

19,881,500 shares

(－)

(－)

Certificate of Stock Acquisition
RightsBonds with Stock Acquisition
RightsTrust Beneficiary Certificates for
Share Certificates, etc. ()

Depositary Receipts for Share
Certificates, etc. (

)

Total
(Total Number of Potential Share
Certificates, Etc.)(4) Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.
Number of Voting Rights
Represented by Share Certificates,
Etc. Owned by Tender Offeror prior
to Purchase, Etc.

206,211 units

3(Ownership Percentage of Share
Certificates, Etc. prior to Purchase, Etc.:
31.82%)

Number of Voting Rights
Represented by Share Certificates,
Etc. Owned by Special Related
Parties prior to Purchase, Etc.

3,959 units

Number of Voting Rights
Represented by Share Certificates,
Etc. Owned by Tender Offeror after
Purchase, Etc.

405,026 units(Ownership Percentage of Share
Certificates, Etc. after Purchase, Etc.:
62.49%)

Number of Voting Rights
Represented by Share Certificates,
Etc. Owned by Special Related
Parties after Purchase, Etc.

2,299 units(Ownership Percentage of Share
Certificates, Etc. after Purchase, Etc.:
0.35%)

Total Number of Voting Rights of
All Shareholders of the Target
Company647,724 units(Ownership Percentage of Share
Certificates, Etc. prior to Purchase, Etc.:
0.61%)(Note 1) The “Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related
Parties prior to Purchase, Etc.” and the “Number of Voting Rights Represented by Share Certificates,
Etc. Owned by Special Related Parties after Purchase, Etc.” are the total number of the voting rights
represented by the share certificates, etc. owned by each of the special related parties.
(Note 2) The “Total Number of Voting Rights of All Shareholders of the Target Company” represents the total
number of voting rights of all shareholders, etc. as of September 30, 2020, as indicated in the second
quarterly report for the 24th Fiscal Year that the Target Company filed on November 13, 2020 (the“Target Company’s Second Quarterly Report”). However, as shares constituting less than a unit arealso subject to purchase, etc. through the Tender Offer, in calculating the “Ownership Percentage ofShare Certificates, Etc. prior to Purchase, Etc.” and the “Ownership Percentage of Share Certificates,
Etc. after Purchase, Etc.,” the number (648,100 units) obtained by adding the number of voting rights(647,800 units) represented by the number of shares (64,780,005 shares) obtained by deducting thenumber of treasury shares held by the Target Company as of September 30, 2020 (556,734 shares(which is the number of shares deducting 309,860 shares held in trust account as of the same date by
way of the introduction of stock provision ESOP of the Target Company; hereinafter the same.)), as
indicated in the second quarterly financial results for the fiscal year ending March 2021 that the Target
Company announced on November 13, 2020 (the “Target Company’s Second Quarterly Financial
Results”), from the total number of issued shares as of September 30, 2020 (65,336,739 shares), as
indicated in the aforementioned report, to the number of voting rights (300 in total) relating to theTarget Company’s Stock subject to stock acquisition rights owned by the special related parties (300in total), is used as the denominator.
(Note 3) Pursuant to the Subscription Agreement For the Total Number of Issued Shares entered into with theTarget Company on January 14, 2021, the Company plans to receive the allotment of capital increase
through third-party allotment (3,508,772 shares of common stock, issue price of 1,425 yen per shareand total issue price of approximately 5,000 million yen; hereinafter the “Capital Increase through
Third-Party Allotment”), which was resolved by the Target Company at its Board of Directors meeting
held on November 13, 2020, and the Company plans to make the payment on January 19, 2021. Afterthe Tender Offeror acquired 3,508,772 shares through the Capital Increase through Third-Party
Allotment, the “Number of Voting Rights Represented by Share Certificates, Etc. Owned by Tender
Offeror after Purchase, Etc.” shall be 440,113 units and the “Ownership Percentage of Share
Certificates, Etc. after Purchase, Etc.” shall be 64.42 %, in which case the number of voting rights(683,187 units) obtained by adding the number of voting rights (35,087 units) represented by the4number of shares issued by way of the Capital Increase through Third-Party Allotment (3,508,772
shares) to the number of voting rights (648,100 units) indicated in Note 2 above is used as thedenominator. Similarly, the “Ownership Percentage of Share Certificates, Etc. after Purchase, Etc.”of the “Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related
Parties after Purchase, Etc.” shall be 0.34 %, in which case the number (683,187 units) is used as thedenominator(Note 4) The “Ownership Percentage of Share Certificates, Etc. prior to Purchase, Etc.” and the “Ownership
Percentage of Share Certificates, Etc. after Purchase, Etc.” are rounded to the second decimal place.

(5) Calculation in Case of Purchase, Etc. Based on Pro Rata Method
Since the total number of the Tendered Share Certificates, Etc. (32,634,299 shares) exceeded the
maximum number of shares to be purchased (19,881,500 shares), as described in the Public Noticeof the Commencement of the Tender Offer and the Tender Offer Registration Statement, all or partof that excess number of shares will not be purchased; and delivery and other settlement
procedures with respect to the purchase of share certificates, etc. will be handled based on the pro
rata method as provided in Article 27-13, Paragraph 5 of the Act and Article 32 of the TOB Order.
(If any Tendered Share Certificate, Etc. contains fractional shares of less than one unit (100 shares),the number of shares to be purchased that is calculated based on the pro rata method will be limited
to the number of shares contained in such Tendered Share Certificate, Etc.)
Since the total number of shares to be purchased from each of the tendering shareholders, etc.,
which was obtained by rounding off amounts less than one unit resulting from the calculation
based on the pro rata method, was less than the maximum number of shares to be purchased, one
more unit of the Tendered Share Certificates, Etc. (or up to the number of the Tendered Share
Certificates, Etc. in the case where purchasing one unit causes an excess of the number of theTender Share Certificates, Etc.) was purchased from each of the tendering shareholders, etc., indescending order beginning with the one who owned the largest number of rounded-down shares,
to the extent that the total number of shares purchased was equal to or greater than the maximum
number of shares to be purchased.

However, since purchasing from all the tendering

shareholders, etc., who owned an equal number of rounded-down shares, by this method caused
an excess in the maximum number of shares to be purchased, a lottery system was used to decidefrom which shareholder the shares would be purchased among the relevant tendering shareholders,etc., to the extent that the resultant total number of shares purchased is equal to or greater than the
maximum number of shares to be purchased.
(6) Method of Settlementa.

Name and Address of Head Office of Financial Instruments Business Operators / Banks in Chargeof Settlement for Purchase, Etc.
SMBC Nikko Securities Inc.

3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo, Japan5

b.

Settlement Commencement Date
January 20, 2021 (Wednesday)c.

Method of Settlement
A notice of purchase by way of the Tender Offer will be mailed to the address or location of each
Tendering Shareholders, Etc. (or the Standing Proxy in the case of Foreign Shareholders, Etc.)
promptly after the end of the Tender Offer Period.

In the case where application is made through

Nikko Easy Trade, a notice of purchase by way of the Tender Offer will be delivered by electronic
method.
Payment of the consideration will be made in cash.

The proceeds from the sale of the purchased

share certificates, etc. shall be transferred from the Tender Offer Agent to the location designatedby the Tendering Shareholders, Etc. (or the Standing Proxy in the case of Foreign Shareholders)
promptly after the settlement commencement date in the manner designated by the Tendering
Shareholders, Etc. (or the Standing Proxy in the case of Foreign Shareholders).
d.

Method for Returning Share Certificates, Etc.
The Tendered Share Certificates, Etc. that are required to be returned will be returned to theTendering Shareholders, Etc. by the Tender Offer Agent promptly after two (2) business days
following the last day of the Tender Offer Period

by restoring the record of the shares in theTendering Shareholders’ Account of the Tender Offer Agent to the status at the time of the relevant
tender.

(The “status at the time of the relevant tender” means the status which execution of theorder to apply for the Tender Offer was cancelled).
In the case where the Tendering Shareholders, Etc. wish that their share certificates, etc. that are
required to be returned be transferred to their accounts with financial instruments business operators
other than the Tender Offer Agent, please check the transfer date which may differ depending on
the type of account managing the share certificates, etc., with the head office or local branch officeof the Tender Offer Agent at which the relevant tender was accepted.
3.

Policies, Etc. after the Tender Offer and Future Prospects

There are no changes in the policies after the Tender Offer and the future prospects from the contents of
the “Notice Concerning Execution of Agreement Concerning Amendments, etc. to Capital and Business
Alliance Agreement with Pressance Corporation Co., Ltd., Commencement of Tender Offer against
Pressance Corporation Co., Ltd. Shares (Securities Code: 3254) and Subscription of Capital Increase
through Third-Party Allotment” announced by the Company on November 13, 2020.
4.

Locations where Copies of the Tender Offer Report are Available for Public Inspection

Open House Co., Ltd.

4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
6

Tokyo Stock Exchange, Inc.

2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo

II. Change in the Scope of Consolidation
1.

Reason for the Change in the Scope of Consolidation

As a result of the Capital Increase through Third-Party Allotment and the Tender Offer, the Target
Company will become a consolidated subsidiary of the Company as of January 20, 2021 (the settlement
commencement date of the Tender Offer).
2.

Outline of the Subsidiary (Target Company) Subject to Change
(i)
(ii)
(iii)
(iv)
(v)
(vi)

Name
Location
Name and title ofrepresentative
Contents of business
Capital(As of September 30,
2020)
Date of Incorporation(vii)

Major Shareholders
and Shareholding
Ratios(as of September 30,
2020)(viii)

Relationship between
the Company and theTarget Company(as of September 30,
2020)

Pressance Corporation Co., Ltd.
2-27 Shiromi 1-chome, Chuo-ku, Osaka City, Osaka
Yutaka Doi, President and Representative Director
Planning, development, and sales of condominiums forinvestment and condominiums for families
4,380 million yen
October 1, 1997
Open House Co., Ltd.
31.83%NOMURA PB NOMINEES TK1 LIMITED
11.07%(Standing Proxy: Nomura Securities Co., Ltd.)PACIFIC CORPORATION
7.13%
The Master Trust Bank of Japan, Ltd. (Trustee Account)
3.46%
NPBN-SHOKORO LIMITED
3.39%(Standing Proxy: Nomura Securities Co., Ltd.)
Morgan Stanley MUFG Securities, Co., Ltd.
2.69%
MSIP CLIENT SECURITIES(Standing Proxy: Morgan Stanley MUFG Securities Co.,
2.31%
Ltd.)
Custody Bank of Japan, Ltd. (Trustee Account)
2.17%
NORTHERN TRUST GLOBAL SERVICES SE,LUXEMBOURG RE LUDU RE: UCITS CLIENTS 15.
315 PCT NON TREATY ACCOUNT
1.42%(Standing proxy: The Hongkong and Shanghai Banking
Corporation Limited, Tokyo branch)
BNYM SA/NV FOR BNYM FOR BNY GCM CLIENT
ACCOUNTS M LSCB RD
1.32%(Standing Proxy: Mitsubishi UFJ Bank, Ltd.)The Company holds 20,621,100 shares of theCapitalTarget Company's Stock (Shareholding
Relationships
Percentage (Note 2): 31.82%).
Personnel
The Company dispatched one (1) outside
Relationships
director to the Target Company.
The Target Company sells land to Open House
Business
Development Co., Ltd., a consolidated
Relationships
subsidiary of the Company.
Status as
The Target Company is a related party because it
Related Party
is an equity-method affiliate of the Company.
7

Consolidated Operating Results and Consolidated Financial Position for the Previous Three
Fiscal Years of the Target Company
Fiscal year ended
Fiscal year ended
Fiscal year ended
Fiscal Term
March 31, 2018
March 31, 2019
March 31, 2020
Consolidated net assets
75,172 million yen
94,618 million yen
116,690 million yen
Consolidated total assets
245,399 million yen 301,942 million yen 310,779 million yen
Consolidated net assets per
1,221.10 yen
1,493.54 yen
1,791.63 yen
shareConsolidated net sales
134,059 million yen 160,580 million yen
224,011 million yen
Consolidated operating
20,362 million yen
27,118 million yen
32,609 million yen
profitConsolidated ordinary
19,858 million yen
26,531 million yen
31,985 million yen
profitProfit attributable to owner
13,757 million yen
18,296 million yen
21,892 million yenof parent
Consolidated basic
232.58 yen
296.43 yen
347.45 yen
earnings per share
Dividends per share
29.40 yen
40.50 yen
39.00 yen(ix)

(Note 1) The shareholding ratios stated in “(vii) Major Shareholders and Shareholding Ratios” are cited fromthe “Status of Major Shareholders” of the Target Company’s Second Quarterly Report.
(Note 2.) “Shareholding Percentage” is the percentage (rounded to the second decimal place) of voting rights
held against the number of voting rights (648,100) obtained by adding (A) the number of voting rights(300 in total) relating to the Target Company’s Stock subject to stock acquisition rights (300 in total)
held by the special related parties to the number of voting rights (647,800) relating to (B) the numberof shares (64,780,005 shares) obtained by deducting from (x) the total number of issued shares as of
September 30, 2020 (65,336,739 shares), as stated in the Target Company’s Second Quarterly Report(y) the number of treasury shares (556,734 shares) owned by the Target Company as of September 30,
2020 as stated in the “Target Company’s Second Quarterly Financial Results.

3.

Number of Shares Acquired, Acquisition Price, and Shares Owned Before and After Acquisition(1) Number of Shares Owned
before Change in the Scope ofConsolidation(2) Number of Shares Acquired

20,621,100 shares(Number of voting rights: 206,211)(Voting Rights Holding Ratio: 31.83%)(i) Acquisition by the Capital Increase through Third-Party
Allotment (settlement date: January 19, 2021)
3,508,772 shares(Number of Voting Rights: 35,087)(Voting Rights Holding Ratio: 5.14%)(ii) Acquisition by the Tender Offer (settlement
commencement date: January 20, 2021)
19,881,500 shares(Number of Voting Rights: 198,815)(Voting Rights Holding Ratio: 29.11%)(3) Acquisition Price(i) Acquisition by the Capital Increase through Third-Party
Allotment: 5,000 million yen(ii) Acquisition by the Tender Offer: 36,780 million yen(4) Number of Shares Owned after
44,011,372 shares
Change in the Scope of(Number of Voting Rights: 440,113)
Consolidation(Voting Rights Holding Ratio: 64.45%)
8

(Note 1) In calculating the “Voting Rights Holding Ratio” relating to “(1) Number of Shares Owned prior to
Change in the Scope of Consolidation”, the denominator is the number of voting rights (647,800)
relating to the number of shares (64,780,005 shares) obtained by deducting (i) the number of treasury
shares owned by the Target Company as of September 30, 2020 (556,734 shares) as stated in the Target
Company’s Second Quarterly Financial Results from (ii) the total number of issued shares of theTarget Company as of September 30, 2020 (65,336,739 shares) as stated in the Target Company’s
Second Quarterly Report.
(Note 2) In calculating the “Voting Rights Holding Ratio” relating to “(2) Number of Shares Acquired” and“(4) Number of Shares Owned after Change in the Scope of Consolidation”, the denominator is thenumber of voting rights (682,887) relating to the number (68,288,777 shares) obtained by adding thenumber in respect of the Target Company’s Stock issued by way of the Capital Increase through ThirdParty Allotment (3,508,772 shares) to the number of shares (64,780,005 shares) stated in (Note 1)
above.
(Note 3) “Voting Rights Holding Ratio” are rounded to the second decimal place.
(Note 4) “Acquisition Price” does not include advisory expenses, etc.

4.

Schedule of Change (expected)

January 20, 2021 (Wednesday) (settlement commencement date of the Tender Offer)
5.

Future Prospects

The impact of the consolidation of the Target Company on the Company’s performance is currently
under review, and the Company will promptly make an announcement of any matters that should be
disclosed.

End of document

9Unless otherwise specified, all procedures relating to the Tender Offer will be conducted entirely in Japanese. While someor all of the documentation relating to the Tender Offer will be prepared in English, if there is any inconsistency between the
English documentation and the Japanese documentation, the Japanese documentation will prevail.
The Tender Offer relates to the common shares of the Target Company, a company incorporated in Japan.

The Tender

Offer will be conducted in accordance with the procedures and information disclosure standards prescribed under Japaneselaws and these procedures and standards may differ from the procedures and information disclosure standards in the UnitedStates.

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 conform to those procedures andstandards, and thus may not be comparable to the financial statements of U.S. companies. The financial information
contained or referred to in this press release is prepared in accordance with accounting principles generally accepted in Japanand such accounting principles may be considerably different from accounting principles generally accepted in the U.S. orother countries. It may be difficult to enforce any right or claim arising under U.S. federal securities laws because theTender Offeror is incorporated outside the United States and some or all of its directors are non-U.S. residents.
Shareholders may not be able to sue a company outside the United States and its directors in a non-U.S. court for violationsof the U.S. securities laws.

Furthermore, there is no guarantee that shareholders will be able to compel a company outside

the United States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S. court.
The information provided in this press release and the documents referenced herein contains “forward-looking statements” asdefined in Section 27A of the Securities Act of 1933 (as amended) and Section 21E of the Securities Exchange Act of 1934.
Actual results may differ substantially from the projections or similar statements implicitly or explicitly made in the forwardlooking statements due to known or unknown risks, uncertainties or other factors.

No promises are made by the Tender

Offeror or its affiliates that the projections or similar statements implicitly or explicitly made in the “forward-looking
statements” will ultimately be accurate. The forward-looking statements in this press release and the documents referenced
herein have been prepared based on the information available to the Tender Offeror at the date of this press release and unlessrequired by laws, regulations or financial instruments exchange rules, neither the Tender Offeror nor its affiliates are
obligated to update or revise the forward-looking statements to reflect any future events and conditions.

10