ANNEX 1 – ACCEPTANCE FORM
To be filled out in two originals:- one original for the Securities Holder- one original for the financial intermediary
Capitalized terms used in this Acceptance Form have the meaning ascribed to such terms in the Prospectus.

VOLUNTARY AND CONDITIONAL TAKEOVER BID IN CASH
FOR ALL SECURITIES OF METRIS NV (“METRIS”)
BY NIMD SPRL (“NIMD”)
a Belgian law subsidiary ofNIKON CORPORATION
having its registered office at 1130 Brussels, Avenue du Bourget 50
I, the undersigned (name, first name)Residing at/Having its registeredoffice at (full address)													

………………………………………………………………………..
………………………………………………………………………..
………………………………………………………………………..
………………………………………………………………………..

Declare, after having had the possibility to read the Prospectus, that:(i)
I accept the terms and conditions of the Takeover Bid described in the Prospectus;(ii)
I hereby agree to transfer the Securities identified in this Acceptance Form that I fully own to NIMD for a price consisting of a payment in cash of:€ 5.50for each Share€ 6.26for each Warrant 2004

€ 15,358.27€5.88

for each Warrant 2005
for each Warrant 2006

€ 1,023.96€ 2.22€ 0.86€ 3.13for each Warrant 2009
for each Warrant B6€ 10,238.84

in aggregate for the five
Warrants A1
for each Warrant Coord 3€ 9,214.89€71.45€ 0.01€ 87,029.44(iii)

for the Warrant Mezzanine
B2, series 2 granted to
GIMV NVfor the Warrant Mezzanine B2, series 2 granted to Quest for Growth NV€ 20,477.69

for each Warrant 2007

€ 1.81for the Warrant Mezzanine B2, series 2 granted to Adviesbeheer GIMVICT NVfor the Warrant Mezzanine B2, series 2 granted to BVC BVBA
for the Warrant Mezzanine B2, series 2 granted to Dexia Ventures NV€ 51,193.85

for the Warrant Mezzanine B2, series 2 granted to Pamica NV
for the Warrant Mezzanine B2, series 2 granted to Fagus NV€ 10,238.84

for the Warrant Mezzanine B2, series 2 granted to Cor and Rien vander Heijden
for each Warrant Mezzanine 2007

€ 0.39I transfer the Securities in agreement with the acceptance process described in the Prospectus.

I acknowledge that all representations, warranties and undertakings deemed to be made or given by me under the Prospectus are incorporated in thisAcceptance Form with respect to the transfer of my Securities.

Number………………
………………

Form
Shares in dematerializedform (book-entry form)
Shares in bearer form………………

Shares in registered form

SharesInstructions
These Shares are available on my securities account and I authorize the transfer of these Sharesfrom my securities account to the Receiving and Paying Agent.
I deposit herewith these Shares with coupons nr. 1 and following attached and I authorize thetransfer of these Shares to the Receiving and Paying Agent.
Metris’ letter confirming the ownership of the Shares is attached herewith. I request that theseShares be transferred to NIMD and that such transfer be registered in the register of the Sharesof Metris. I hereby appoint for purposes of such registration each director of Metris as attorneyin-fact (“mandataire”/“lasthebber”), acting individually and with the right of sub-delegation.

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Number……………

Warrant Identification…………………………

Warrants
FormInstructions
Warrants in registered Metris’ letter confirming the ownership of the Warrants is attached herewith.
form
I request that these Warrants be transferred to NIMD and that such transfer
be registered in the register of the Warrants of Metris. I hereby appoint
for purposes of such registration each director of Metris as attorney-in-fact(“mandataire”/“lasthebber”), acting individually and with the right of subdelegation.

I hereby request that on the payment date, the price be credited to my account IBAN Nr ………………………………..;
BIC/SWIFT code: ……………………………….. opened with bank (designation) ………………………………………..
I am aware that:(i)	to be valid, this Acceptance Form must be submitted at the latest on the last day of the Acceptance Period (as extended, as applicable), i.e. July22, 2009 before 4 p.m. (Brussels time) directly with the Receiving and Paying Agent or through another financial intermediary (in accordance withSection 2.5 of the Prospectus); and(ii)	I will not bear any costs, fees and commissions in case of depositing the Acceptance Form directly with the Receiving and Paying Agent. In theevent that the Acceptance Form is delivered to a financial intermediary other than the Receiving and Paying Agent, I will inquire about the costs,
fees and commissions that such financial intermediary might charge and which I will have to bear.
I acknowledge to have received all information necessary to make an informed decision as to whether or not to tender my Securities to the Takeover Bid. I
am fully aware of the lawfulness of this Takeover Bid and the risks related thereto and I have inquired about the taxes I could owe in the framework of thetransfer of my Securities to NIMD, which I will exclusively bear, to the sole exception of the tax on stock market transactions, which will be borne by NIMD.
Made in two originals (place) at ……………………………
On (date) ……………………………………………..
For the Securities Holder:

For the Receiving and Paying Agent / other financial intermediary:(signature)(signature)(name, first name)(financial intermediary)38

ANNEX 2 – UNAUDITED CONSOLIDATEDPRELIMINARY FINANCIAL RESULTS OF NIKONAS OF MARCH 31, 2009*1*Please note that this document has been inserted without amendment and page references contained within do not correspond to pages in this prospectus

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