[Translation]
February 5, 2021
To whom it may concern:
Company Name:

N･FIELD Co., Ltd.

(Code Number: 6077)
Representative:

Akira Kubo, President andRepresentative Director

Contact for inquiries:

Hiromichi Watanabe, Executive
Officer and General Manager ofthe Administration Division(TEL. 06-6343-0600)

Announcement Concerning Expression of Opinion in Favor of Tender Offer by CHCP-HN,
Inc. for Share Certificates, Etc. of Company and Recommendation to Tender
N･FIELD Co., Ltd. (the “Company”) hereby announces as described below that the Company
has resolved, at its board of directors meeting held today, to express an opinion in favor of thetender offer (the “Tender Offer”) by CHCP-HN, Inc. (the “Tender Offeror”) for the common stockof the Company (the “Company Shares”) and the Stock Acquisition Rights (as defined in “2. Pricefor Purchase, Etc.” below), to recommend that the shareholders of the Company tender their sharesin the Tender Offer, and to leave the decision as to whether holders of the Stock Acquisition
Rights (the “Stock Acquisition Rights Holders”) tender their Stock Acquisition Rights to the
judgment of the Stock Acquisition Rights Holders.
Such resolution of the board of directors meeting was passed on the assumption that (i) the
Tender Offeror intends to make the Company its wholly-owned subsidiary by way of the Tender
Offer and a series of procedures to be implemented thereafter, and (ii) the Company Shares are to
be delisted.
1.

Outline of Tender Offeror
(1)

Name

CHCP-HN, Inc.

(2)

Location

5-12 Yaesu 2-chome, Chuo-ku, Tokyo(3)

Title and Name ofRepresentative

Tsutomu Kunisawa, Representative Director
1. Holding of shares in other companies and investment inbusinesses which are deemed necessary for management(4)Type of Businesspurposes
2. Any and all business incidental or related to anything in thepreceding item

1

(5)
(6)

Amount of Capital
Date of
Incorporation

250 thousand yen
December 24, 2020

Major Shareholders
(7)

and

Shareholding CHCP Home Nursing, Inc.

100%

Ratio
(8)

Relationship between the Company and the Tender Offeror
CapitalRelationship
Personnel
RelationshipTransaction
Relationship
Status as a Related
Party

N/A
N/A
N/A
N/A

2.

Price for Purchase, Etc.

(1)

1,200 yen per share of common stock (the “Tender Offer Price”)(2)

Stock Acquisition Rights
One (1) yen per unit of the third series of stock acquisition rights issued pursuant to a
resolution of the Company’s board of directors meeting held on February 26, 2014 (the “Stock
Acquisition Rights”) (Exercise period is from April 1, 2015 to March 31, 2022)

3.

Details of, and Grounds and Reasons for, Opinion on Tender Offer(1)

Details of the Opinion on Tender Offer
Based on the grounds and reasons described in “(2) Grounds and Reasons for the Opinion
on the Tender Offer” below, the Company has resolved, at its board of directors meeting held
today, (i) to express an opinion in favor of the Tender Offer, (ii) to recommend that theshareholders of the Company tender their shares in the Tender Offer, and (iii) as the price forpurchase, etc. of the Stock Acquisition Rights (the “Stock Acquisition Rights Price”) is one(1) yen per unit, to leave the decision as to whether the Stock Acquisition Rights Holders
tender their Stock Acquisition Rights to their judgments.
Furthermore, the above-mentioned resolution by the board of directors meeting was
resolved pursuant to the method described in “d. Unanimous Approval by All Non-interested
Directors (including the Audit and Supervisory Committee Members) of the Company” of“(6) Measures to Ensure Fairness of Tender Offer Such as Measures to Ensure Fairness ofTender Offer Price” below.

2

(2)

Grounds and Reasons for Opinion on Tender Offer
Any statements regarding the Tender Offeror in the descriptions of this “(2) Grounds andReasons for Opinion on Tender Offer” are based on explanations provided by the Tender
Offeror.
a.

Overview of Tender Offer
According to the Tender Offeror, The Tender Offeror is a joint stock company
established on December 24, 2020, with the primary purpose of acquiring and holding,through the Tender Offer, the Company Shares listed on the First Section of the Tokyo
Stock Exchange, Inc. (the “TSE”) and the Stock Acquisition Rights, and all of its issued
shares are held by CHCP Home Nursing Inc. (“CHCP Home Nursing”) as of the date hereof.
CHCP Home Nursing is a joint stock company in which all issued shares are held by Unison
Capital Partners V, LPS (“UC V LPS”) and Unison Capital Partners V(J), L.P. (collectively
with UC V LPS, “Unison V Funds”), both of which are managed and advised by Unison
Capital, Inc. (“Unison Capital”), and it was established on December 17, 2020 for the
purpose of holding the shares of the Tender Offeror.

Since its foundation in 1998, Unison

Capital has managed and advised five (5) funds, including Unison V Funds, (Unison
Capital and the funds invested in and advised by Unison Capital are hereinafter collectively
referred to as “Unison”).

In Japan, Unison has invested a total of approximately JPY830

billion, on an accumulated corporate value basis, in a total of 35 companies.

Unison is

focusing on investments in the healthcare field, and three (3) of the most recent five (5)investments are related to the healthcare field.

Unison Capital Partners IV, LPS andUnison Capital Partners IV(F), L.P. (Unison Capital Partners IV, LPS and Unison CapitalPartners IV(F), L.P. are hereinafter collectively referred to as “Unison IV Funds”), both ofwhich are managed and advised by Unison Capital, on December 17, 2019, invested in
KYOWA Pharmaceutical Industry Co., Ltd., which is a pharmaceutical company
specializing in the central nervous system field and, on January 31, 2020, provided
management support to Medical Corporation Heiwakai Heiwa Hospital, which has
supported community medicine in Tsurumi-ku, Yokohama since its opening in 1946.
Unison V Funds, on September 30, 2020, provided management support to Social Medical
Corporation Kumagaya General Hospital, which has an important role as a community
medicine professional in the northern medical zone of Saitama prefecture.

Unison Capitalestablished Community Healthcare Coordination Platform, Inc. (“CHCP”) as its subsidiaryin May 2017.

CHCP has persons working in the medical profession and healthcare service

professionals, and consolidates individual service providers of medical, nursing, nursing
care, pharmacy, and other services and promotes their cooperation to build a sustainable
healthcare platform through the pursuit of economies of scale and more sophisticatedoperations.

Currently, Unison and CHCP provides management support to medical3

institutions and dispensing pharmacies, etc. including the aforementioned Medical
Corporation Heiwakai Heiwa Hospital and Social Medical Corporation Kumagaya General
Hospital through CHCP Hospital Partners, Inc., CHCP-HP, Inc., and CHCP Pharmacy, Inc.,
which are investees of Unison and CHCP (CHCP Hospital Partners, Inc., CHCP-HP, Inc.,and CHCP Pharmacy, Inc. are collectively referred to as the “Investees,” and the Investees
and CHCP are collectively referred to as the “CHCP Group”).

On the other hand, as themost recent examples of investments other than those in the healthcare field, on July 16,
2019 Unison IV Funds invested in SHiDAX CORPORATION, which provides
comprehensive outsourcing services, and, on December 15, 2020 Unison V Funds invested
in All Hearts Company, Inc., which is engaged in integrated planning of brands related tobread and confectionery, and the manufacture and sale thereof.

As of the date hereof,

neither the Tender Offeror nor Unison holds any of the Company Shares.
The Tender Offeror decided to implement the Tender Offer as part of a series oftransactions (the “Transactions”) the purpose of which is to make the Company its whollyowned subsidiary by acquiring all of the Company Shares (including the Company Sharesdelivered by the exercise of the Stock Acquisition Rights, but excluding the treasury shares
held by the Company), and all of the Stock Acquisition Rights.
In the Tender Offer, according to the Tender Offeror, the Tender Offeror has set
8,617,000 shares (ownership percentage (Note): 66.67%) as the minimum number of shares
to be purchased so that the voting rights of the Company owned by the Tender Offeror after
the completion of the Tender Offer will be two-thirds (2/3) or more of the total number ofthe voting rights of the Company.

The purpose of the Transactions is to make theCompany a wholly-owned subsidiary of the Tender Offeror, and it is required that a special
resolution be passed at a general shareholders’ meeting as set forth in Article 309,
Paragraph 2 of the Companies Act (Act No. 86 of 2005; as amended; hereinafter the same
applies) with respect to the implementation of the share consolidation procedures necessary
for making the Company a wholly-owned subsidiary of the Tender Offeror stated in “b.
Share Consolidation” of “(5) Policy for Organizational Restructuring, Etc. after Tender
Offer (Matters Relating to So-called “Two-step Acquisition”)” below.

The minimum

number of shares to be purchased is set such that the Tender Offeror can satisfy suchrequirement on its own.

If the total number of the share certificates, etc., to be tenderedin the Tender Offer (“Tendered Share Certificates, Etc.”) is less than such minimum numberof the shares to be purchased (8,617,000 shares), the Tender Offeror will not purchase anyof the Tendered Share Certificates, Etc.

On the other hand, the Tender Offeror

contemplates making the Company its wholly-owned subsidiary by acquiring all of theCompany Shares in the Tender Offer and therefore, has not set the maximum number ofthe shares to be purchased and if the total number of the Tendered Share Certificates, Etc.
is equal to or greater than the minimum number of shares to be purchased (8,617,000

4shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc.
If the Tender Offeror fails to acquire all of the Company Shares (including the Company
Shares to be delivered by the exercise of the Stock Acquisition Rights, but excluding thetreasury shares held by the Company) through the Tender Offer, the Tender Offeror plans
to implement, after completion of the Tender Offer, a series of procedures, as described in“(5) Policy for Organizational Restructuring, Etc. after Tender Offer (Matters Relating to
So-called “Two-step Acquisition”)” below, to make the Company a wholly-owned
subsidiary of the Tender Offeror.
(Note) “Ownership percentage” means the percentage of the number of shares held by arelevant shareholder out of the number of shares (12,925,434 shares) calculated by
the following formula (rounded to two decimal places; hereinafter the same shallapply):(i) the total number of issued shares (13,210,000 shares) as of December 31, 2020,as stated in the “Summary of Financial Statements for the Fiscal Year Ended
December 31, 2020 (Japanese GAAP) (Unconsolidated)” (the “Company’s
Financial Statements Summary for the Fiscal Year Ended December 31, 2020”)
published by the Company on February 5, 2021, minus (ii) the number of thetreasury shares (324,566 shares) held by the Company as of the same date, plus(iii) the number of the Company Shares (40,000 shares in total) subject to the Stock
Acquisition Rights, the number of which is stated as the number as of December
31, 2019 in the Annual Securities Report for the 17th Business Period filed by theCompany on March 25, 2020 (the “Company’s Annual Securities Report for the
17th Business Period”); and as the number of issued shares as of December 31,
2020 (13,210,000 shares) as stated in the Company’s Financial Statements
Summary for the Fiscal Year Ended December 31, 2020 does not differ from thenumber of issued shares as of December 31, 2019 (13,210,000 shares) as stated in
the Company’s Annual Securities Report for the 17th Business Period, it isconsidered that no Stock Acquisition Rights had been exercised and the number
remained unchanged up until December 31, 2020 (40; no Stock Acquisition Rights
were exercised from January 1, 2021 to February 4, 2021).
b.

Background, Purpose, and Decision-Making Process Leading to Decision by Tender
Offeror to Implement Tender Offer, and Management Policy After Tender Offer(i) Management Environment, Etc. Surrounding the Company
Under the philosophy of “creating a safe, secure and comfortable living environment
through home medical care services in local communities and contributing to individuals’
life plans,” the Company was established by the founder, who was a nurse, in Osaka City
under the name of N･FIELD Co., Ltd. in February 2003, and listed on Mothers of the5TSE in August 2013, and its securities were designated for listing on the First Section of
the TSE in April 2015.
The management philosophy of the Company is “we create a safe, secure andcomfortable living environment through home medical care services in local
communities and contribute to individuals’ life plans,” and its goal is “as a professionalgroup in the mental health field, to realize a community where all people stay close andsupport each other.”
Under such management philosophy and goal, the Company is engaged in “in-homeservice” as its business to provide support for the living environment and home care, sothat elderly people and people with psychiatric disorders (Note 1) can have “safe, secureand comfortable” lives in familiar communities and homes, in accordance with the longterm care insurance system and the medical insurance system.

In the “in-home service,”

the Company provides to people with psychiatric disorders (a) home-visit nursing (Note2) as its main service, (b) rental housing services (residential support), and (c)consultation support services (planning consultation).
(Note 1) Psychiatric disorder: “Psychiatric disorder” means functional and organic
impairments of the cerebral (cerebral cells or “mind”)
due to exogenous or endogenous stress, etc.

In somecases, abnormal symptoms in mental health may becaused by physical diseases such as meningitis.
(Note 2) Home-visit nursing: “Home-visit nursing” means visiting of homes of persons
with diseases or injury by nurses with a national
qualification, or associate nurses or public health nurses
with a prefectural governor qualification, or otherprofessionals in accordance with the instructions of a
doctor (attending physician) pursuant to the Act on Public
Health Nurses, Midwives, and Nurses to provide medicalcare or assistance for necessary medical care at home.

It

differs from home-visit long-term care in that home-visit
nursing provides medical care.
Details of each of the Company’s services are as follows:(a)Home-visit nursing

Home-visit nursing is the provision of medical care or assistance for necessary
medical care at home by nurses, associate nurses, or public health nurses, or otherprofessionals with a national qualification/license or a prefectural governor
qualification/license, to persons who are living with psychiatric disorders or otherdiseases if such persons wish to receive home-visit nursing, and their attending6

physician decides that home-visit nursing is necessary and issues an order therefor.
Home-visit nursing provides support to such persons so that they can live their own
lives.

The Company obtains the payment for home-visit nursing by providing suchsupport.

Payment for home-visit nursing consists of medical fees paid by theFederation of National Health Insurance Association or the Social Insurance Medical
Fee Payment Fund and users’ self-pay.
(b)

Rental housing service (residential support)

The rental housing service is a service to recommend homes for people withpsychiatric disorders to live independently, and in cooperation with the home-visit
nursing service provided by the Company, to provide support services so that they canlive comfortable lives in the community for the purpose of supporting such people’s
safe and secure lives in their communities.

Unlike the rental agency services

conducted by general rental housing companies, the Company searches for a residence
on behalf of residents, enters into a lease agreement with a property owner as thelessee, and then, as the lessor, enters into a lease agreement with the resident in asublease form.

The Company acts as a contact person and cooperates with hospitals,

clinics, and other medical institutions even after the residents move in, thereby
providing properties in which they can live securely.
(c)Consultation support service (planning consultation)

Planning consultation is a welfare service based on the Act on Comprehensive
Support for Persons with Disabilities.

In order for people with disabilities living in

local communities to live their daily and social lives independently, the Company
visits their homes and meets with them, and coordinates so that social resources, suchas health, medical care, welfare, and employment support, are provided
comprehensively and efficiently.

Planning consultation support can only beprovided by qualified consultation support specialists, who have completed prescribedtraining based on five (5) years or more of practical experience.

The payment forplanning consultation is paid for a series of procedures from meetings to coordinationand periodic review interviews, and it is paid entirely by the Federation of National
Health Insurance Association.

As a result, there is no self-paying by users.

In home-visit nursing, the Company establishes a medical relationship with people
with psychiatric disorders in order to stabilize the conditions of their disease through (i)observing and evaluating the users’ psychiatric symptoms after they leave the hospitalor during the time they are under at-home care, (ii) confirming and providing instruction
regarding their hospital visits, their taking of medicine for continued treatment and, (iii)7

at times, cooperating with doctors, psychiatric social workers in medical institutions,public health nurses of administrative organs, and other professionals.

In addition, theCompany established offices of home-visit nursing stations (Note 3) (brand name:“Home-visit Nursing Station Dune”), and service offices (including satellite offices)(Note 4), in order for users to have ordinary daily lives by (i) observing and evaluating
daily living conditions, such as meals, cleaning, laundry, money management, andshopping, (ii) providing support to supplement their ability to live when their daily lives
become difficult due to the conditions of their disease, and (iii) providing support tocoordinate family and other personal relationships in their daily lives, and, as ofDecember 31, 2020, the Company operates 200 offices and 17 service offices (including
satellite offices).
(Note 3) Home-visit nursing station: “Home-visit nursing station” is an office thatprovides home-visit nursing services.

In order to

conduct the service, each office is certificated by
the prefectural governor in the case of home-visit
nursing under the Long-Term Care Insurance Act orby the director of the local health and welfare
bureau in the case of home-visit nursing under the
Health Insurance Act (medical insurance, etc.).
Home-visit nursing for people with psychiatricdisorders is provided by medical institutions thatindicate psychiatry as being offered and “homevisit nursing stations.”

In psychiatric hospitals,

among medical institutions that indicate psychiatry
as being offered, home-visit nursing stations were
founded under the name of “home-visit long-termcare station for elderly” as facilities for the healthof elderly in 1982, and, since 1992, certificatedhome-visit nursing has been provided to patientswith psychiatric disorders as part of certificatedhome-visit

nursing

under

medicalinsurance.

According to a survey conducted by the National
Association for Visiting Nurse Service, the number
of offices and service offices (actual number ofoperations) as of April 1, 2020 was 11,931.
(Note 4) Service offices (including satellite offices): It is permitted to establish service
offices (including satellite offices) under the
integrated management with the main office in the8case that such service offices are located in thesame prefecture as the main home-visit nursing
station is located and that the home-visit nursing
services cannot be provided effectively as users’
homes are spread far apart or it takes a lot of timeto travel due to inconvenient transportation.
total

of

2.5

or

more

employeesA(full-time

equivalent) is necessary for the main office andservice offices (including satellite offices).

It isgenerally referred to as a “Satellite.”
Facing the so-called “Year 2025 Problem,” in which the baby-boomer generation in
Japan will exceed 75 years old and become the late elderly and one (1) in three (3) people
will be 65 years old and over and one (1) in five (5) people will be 75 years old and over(Source: Ministry of Health, Labour and Welfare, “Comprehensive Securing of Medical
Care and Nursing Care in Areas (Reference Material)”), the Company (i) is reconsidering
past company operating methods and the workplace environment in its psychiatric homevisit nursing service, (ii) is aiming to become a company capable of providing nextgeneration medical services to solve social issues, (iii) is formulating the medium-term
management plan “NEXT FIELD 2025” in February 2019, and (iv) recognizes that thefollowing items are key issues and is working on these issues.
(a)Improvement of profitability

Since the listing on the Mothers of the TSE in August 2013, the Company has
continued to increase revenues due to the continued increase in the number of users;
however, operating income has declined for two (2) consecutive fiscal years as theoperating incomes in the fiscal year ended December 31, 2017 was 563 million yen,
the fiscal year ended December 31, 2018 was 523 million yen and the fiscal year ended
December 31, 2019 was 478 million yen.

The operating margin ratio has continued

to decline (8.0% in the fiscal year ended December 31, 2016, 7.0% in the fiscal year
ended December 31, 2017, 5.6% in the fiscal year ended December 31, 2018, and 4.6%
in the fiscal year ended December 31, 2019) since the designation of its shares forlisting the First Section of the TSE.

The Company recognizes that improving

profitability is a top priority.
The Company believes that improving the retention rate of home-visiting nurses
and other personnel will lead to the improvement of profitability through (i) an
increase in the number of their visits due to the improvement of their experience andskills and (ii) controlling recruitment costs.

Based on this belief, in the fiscal year

ended December 31, 2019, the Company worked on the retention rate of nurses and9other personnel as a priority.

As a result, the average years of service of general

nurses, which was an issue to be solved, has steadily increased from 1.6 years in thefiscal year ended December 31, 2017 to 2.4 years in the fiscal year ended December
31, 2020 thanks to the enhancement of in-house education and welfare programs.

On

the other hand, the number of monthly visits per nurse (the “operational efficiency”),
which is a key performance indicator for the Company, worsened by 1.1% in the fiscal
year ended December 31, 2019 (87 visits) compared to the fiscal year ended December
31, 2018 (88 visits).

However, in the fiscal year ended December 31, 2020, thenumber of monthly visits per nurse (90 visits) increased by 3.4% compared to thefiscal year ended December 31, 2019, partly due to the effect of in-house education,and therefore operational efficiency improved.

The Company is continuing to

improve the operational efficiency while paying attention to the burden on nurses andother personnel and is working on improving profitability.
In addition, with respect to recruitment costs for nurses, in the past, extra
commission was paid in addition to regular recruitment agency fees in order to recruit
nurses in case a site urgently needed recruitment of nurses.

However, as the retention

rate of nurses and other personnel has improved, extra payments for recruitment
agency fees were saved and the costs were reduced by 42.2% in the fiscal year ended
December 31, 2019 compared to the fiscal year ended December 31, 2018.

The

Company will continue to strive for improvement of the retention rate of nurses andother personnel as well as strive to increase the percentage of employment throughemployee referrals and direct hiring to reduce recruitment costs by controllingrecruitment agency fees.
(b)

Expansion of medical services

As the main business of the Company consists of home-visit nursing services
specializing in psychiatry, the number of users to whom the Company provides
services differs by region.

In order to further increase the number of users

nationwide, the Company recognizes that incorporating the businesses peripheral to
psychiatric home medical care into its business is an issue to be solved.
As the Company was certificated as a residential support corporation in Okayama
prefecture and Fukuoka prefecture in the fiscal year ended December 31, 2019, and in
Okinawa prefecture in the fiscal year ended December 31, 2020, awareness of andconfidence in the Company’s residential support services are expected to improve;
therefore, the Company will attempt to further improve residential support for persons
requiring special assistance in securing homes.

Furthermore, in the fiscal year ended

December 31, 2020, since adding occupational therapy, through which guidance isprovided to restore the activities necessary for people’s daily lives and the functions

10

necessary to adapt to society, psychotherapy is expected to have a certain stabilizing
effect on the condition of users and continuing treatments, the Company increased thenumber of occupational therapists who independently earn medical fees in the same
way as nurses to attempt to increase the number of visits and worked on further
expansion of its services.

The Company will continue to make efforts to strengthen

the cooperation of multiple professionals and provide higher quality services.
(c)

Strengthening alliances

The environment surrounding psychiatric treatment continues to change with thetreatment of transcranial magnetic stimulation (TMS) becoming insured in June 2019.
The Company recognizes that, in order to respond to changes in the environment,
strengthening alliances with related external organizations and building nextgeneration home medical care services are issues to be solved.
As part of the response to these issues, the Company launched a consultation
support service in the fiscal year ended December 31, 2019 and will strengthen in the
future networks in local communities by newly utilizing its consultation support
service to connect with users, medical institutions, administrative organizations andwelfare service providers to improve user convenience and have been strengthening
its cooperation with related organizations not only in the medical care field but also
the welfare field.

The Company will explore additional opportunities by utilizing

the networks that the Company has built up to date and will continue to strengthen
alliances with related external organizations.
The Company received a proposal from a financial institution in late March 2020 thatin order to solve the above issues and to realize the sustainable enhancement of corporate
value from a long-term perspective without being affected by short-term fluctuations inbusiness performance, cooperation with external partners, including reconsideration of
the meaning of stock listing, as well as independent business operations or efforts would
be useful.

Taking this opportunity, the Company recognized that it was necessary tocommence full-scale examination, and therefore, requested financial institutions toprovide information about potential partners from late May 2020 to early June 2020.
Subsequently, while having discussions with multiple financial institutions regarding thepolicy to select potential partners, etc. in late June 2020, the Company believed that
Unison is the most suitable as a potential partner taking into account its extensive
investment experience and support experience using its accumulated know-how andhuman resources networks in the healthcare field to which the Company belongs, andthe Company was introduced through a financial institution to Unison in mid-August
2020.

11

(ii)

Discussion between Tender Offeror and Company, Tender Offeror’s Decision-Making
Process, Etc.
According to the Tender Offeror, Unison is focusing on investments in the healthcare
field.

In addition to the investments in the healthcare field, Unison Capital established

CHCP as its subsidiary in May 2017.

CHCP consolidates individually-existing services,such as medical, nursing, nursing care, pharmacy services, to promote cooperation
among community medical professionals and build a sustainable healthcare platform
through the pursuit of economies of scale and more sophisticated operations.

Currently,

CHCP provides management support to medical institutions and dispensing pharmacies,etc., through the Investees.

Through the Investees, CHCP aims to reallocate medical

resources that are unevenly distributed within a community to ensure efficient provisionof optimal and high-quality medical care for patients.
CHCP began investing in, and providing business support to, dispensing pharmacies
in September 2017, and began providing management support to hospitals in July 2019.
Currently, the number of group dispensing pharmacies has expanded to 111 and thenumber of group hospitals has expanded to three (3).

CHCP is aiming to expand to 300

group dispensing pharmacies and 30 group hospitals in the future.

In addition toinvesting in hospitals and dispensing pharmacies, CHCP has been, since theestablishment of CHCP, considering investment in, and providing management support
to, home medical care in order to coordinate, in each local community, acute care
hospital beds, backup beds in hospitals and home medical care at home and at facilities.
The Company has expanded nationwide as a company dealing with home-visit nursing
specialized in psychiatry, and the Company is considered as a leading company in thefield of home-visit nursing, which supports home medical care.

Accordingly, since

January 2020, Unison has hypothesized that high-quality medical care in local
communities can be provided throughout Japan by combining the regional medical carecoordination, which CHCP aims for, and the nationwide presence and high-quality
services that the Company has cultivated.
According to the Tender Offeror, when further analyzing and considering theCompany’s business based on such hypothesis, Unison obtained the opportunity to meetwith the Company through a financial institution in mid-August 2020, introduced itself
and the CHCP Group, and held discussions on the Company’s business.

Through suchinterview, Unison recognized that the Company was also looking for potential partners
for growth, introduced examples of the healthcare initiatives of Unison and CHCP,
deepened its understanding of the business and business strategies of the Company, anddiscussed the possibility of a business cooperation with the CHCP Group, thereby
deepening mutual understanding.

12

In the course of the consideration, in mid-October 2020, Unison and CHCP came tobelieve that it would be possible to promote further expansion of the Company’s medicalcare services in the psychiatric field through the provision of support utilizing the knowhow and human resource networks that Unison and the CHCP Group have accumulated
in the healthcare field and the pursuit of synergies with the CHCP Group’s healthcare
platform.

Specifically, in addition to the CHCP Group’s support to acute care hospitals,

backup hospitals and pharmacies, the CHCP Group can build a system to provide optimaland efficient medical care in the community by introducing home-visit nursing into thegroup.
Subsequently, in late October 2020, Unison made an initial proposal (the “Initial
Proposal”) to the Company assuming that the Company would be taken private by
Unison’s acquisition of the Company Shares through a tender offer.

In the Initial

Proposal, Unison and CHCP proposed to support the Company’s strengthening ofexisting strategies and the Company’s evolution into home-visit nursing platform, andto aim together at improving the QOL of persons who need home medical care andenhancing the working environment of the Company’s employees.
According to the Tender Offeror, at first, as Unison and CHCP deeply empathized with
the Company’s philosophy and goals, Unison and CHCP intend to support the
improvement of the Company’s medical care quality and growth of business by utilizing
the knowledge and network that they have accumulated through investment in, andsupport for, hospitals and dispensing pharmacies.

Specifically, CHCP consists ofmembers who are familiar with the management of medical institutions, including homevisit nursing, and people working in the medical profession also participate in its
business.

In the psychiatric field, in which patients’ medical needs are increasing,

Unison and CHCP will strengthen the Company’s recruitment and retention of nurses,
etc. by further improving the working environment for employees of the Company, andprovide support to quickly deliver medical care to people with psychiatric disorders
nationwide.
In addition, with an aging society, the number of complications of people withpsychiatric disorders and the number of people suffering from dementia are expected toincrease.

Unison and CHCP believe that, in order to respond to such potential needs,

it is necessary to develop psychiatric home-visit nursing and general home-visit nursing
synthetically.

Unison and CHCP intend to build a home-visit nursing platform toappropriately provide necessary medical care to people who need home medical care byusing CHCP Home Nursing as a base and promoting cooperation between the Company
and the CHCP Group, and general home-visit nursing service providers.

By building

such home-visit nursing platform, Unison and CHCP intend to aim at creating anenvironment in which the Company’s employees can be active in various places.

13Unison and CHCP propose to take the Company private, which would result incontributing to the enhancement of the corporate value by establishing a flexible
management system with a view to long-term growth which balances the businessgrowth and quality of medical care.
In response to the proposal, the Company has considered it, and, in mid-November
2020, the Company’s board of directors decided to commence a specific examination
based on the assumption that the Company Shares would be taken private.
Following the Company’s approval to commence examination, Unison and CHCP
conducted due diligence from late November 2020 to mid-January 2021 to scrutinize thefeasibility of the Transactions and concurrently discussed with the Company the terms
and conditions of the Transactions.
Subsequently, on January 18, 2021, the Tender Offeror, Unison and CHCP made a
proposal to the Company that the Tender Offer Price be set at 920 yen, after taking into
account, among others, (i) the results of the due diligence, (ii) the simple average closing
price of the Company Shares on the First Section of the TSE for the preceding one-month
period up to the record date for calculation, which was set as January 15, 2021, thebusiness day immediately preceding the first proposal, (iii) the simple average closing
price of the Company Shares for the preceding three-month period up to the same date,(iv) the simple average closing price of the Company Shares for the preceding six-month
period up to the same date, (v) the premiums added in determining the prices for purchase,etc., in tender offers for share certificates, etc., implemented in and after 2017 by parties
other than the issuer for the purpose of taking the issuer private (premiums ranging fromapproximately 38% to 63%), and (vi) the prospect of the number of shares being tenderedin the Tender Offer.

The said proposed price represents a premium of (a) 12.75%(rounded to the second decimal place; the same applies to the below figures forpremiums) on 816 yen, the closing price of the Company Shares on the First Section of
the TSE on January 15, 2021, the business day immediately preceding the first proposal,(b) 9.52% on 840 yen (rounded to the nearest one (1) yen; the same applies to the below
figures for simple average closing prices), the simple average closing price for thepreceding one-month period up to the same date, (c) 16.16% on 792 yen, the simple
average closing price for the preceding three-month period up to the same date, and (d)30.68% on 704 yen, the simple average closing price for the preceding six-month period
up to the same date.

Although the said proposed price fell below the premiums added

in determining the prices for purchase, etc., in tender offers for share certificates, etc.,
implemented in and after 2017 by parties other than the issuer for the purpose of taking
the issuer private (premiums ranging from approximately 38% to 63%), the said pricewould add a premium of 30.68% on 704 yen, the simple average closing price for thepreceding six-month period up to the same date, which is a considerable premium and

14

The Tender Offeror determined that a certain number of shares will likely be tendered in
the Tender Offer, and thus proposed the said price.

It should be noted that the said

proposed price was not expected to be increased through the negotiations with theCompany.

In response to the said proposal, after taking into account the report on theestimated results concerning the share valuation of the Company received from SMBC
Nikko Securities Inc. (“SMBC Nikko”) and Plutus Consulting Co., Ltd (“Plutus”) andthe opinion from the Special Committee (as defined in “c. Process of and Reasons for
Company’s Decision-Making to Support Tender Offer” below; hereinafter the same
applies), the Company reviewed the level of price based on the latest share price trends
concerning the Company Shares and the circumstance that an upward adjustment for its
business performance was scheduled to be made in late-January 2021; as a result, theCompany determined that the price fell short of its reasonable price, and, on January 22,
2021, the Tender Offeror, Unison and CHCP received a request from the Company toreexamine the Tender Offer Price.

Thereafter, according to the Tender Offeror, theTender Offeror reexamined the Tender Offer Price and, on January 25, 2021, proposedto the Company that the Tender Offer Price be set at 1,000 yen.

However, on January

27, 2021, as a result of reviewing, among others, the latest share price trends concerning
the Company Shares and the level of premiums added in other similar tender offers on
the assumption of taking the issuers private, the Company determined that the price still
fell short of its reasonable price, and accordingly, the Tender Offeror, Unison and CHCP
received a request from the Company to raise the Tender Offer Price again, and on
February 1, 2021, proposed to the Company that the Tender Offer Price be set at 1,100
yen.

However, on the same date, the Tender Offeror, Unison and CHCP received arequest from the Company to reexamine the Tender Offer Price again by reason that thesaid price was insufficient in terms of the premium level, and on February 2, 2021, madea final proposal to the Company to set the Tender Offer Price at 1,200 yen.
Subsequently, on February 3, 2021, the Tender Offer, Unison and CHCP received a
response from the Company that, based on the assumption that the final decision would
be made through the resolution of the Company’s board of directors after considering
the report from the Special Committee, the Company accepted the proposal to set theTender Offer Price at 1,200 yen.
In addition, the Tender Offeror, Unison and CHCP had examined the Stock Acquisition
Rights Price so that the Stock Acquisition Rights could also be tendered in the Tender
Offer.

The Stock Acquisition Rights were issued as stock options to the officers andemployees of the Company, and given the fact that the Stock Acquisition Rights are, asa condition for the exercise of the rights, exercisable only when the relevant persons
hold the position of director or executive officer of the Company or its affiliatedcompanies at the time of the exercise of the rights or when the board of directors of the15Company approves retirement by reason of the expiration of the term of office, or upon
mandatory retirement or when there are other justifiable reasons, it is construed that even
if the Tender Offeror acquires the Stock Acquisition Rights through the Tender Offer, theTender Offeror will not be able to exercise the Stock Acquisition Rights, and accordingly,
on January 18, 2021, the Tender Offeror, Unison and CHCP proposed to set the Stock
Acquisition Rights Price at one (1) yen per unit of the Stock Acquisition Rights.

The

Company had made no particular request to reexamine the proposal for the Stock
Acquisition Rights Price.
After such discussions and negotiations, the Tender Offeror, Unison and CHCP
decided to set the Tender Offer Price at 1,200 yen and the Stock Acquisition Rights Priceat one (1) yen on February 5, 2021 and commence the Tender Offer as part of theTransactions.
(iii)

Management Policy after Tender Offer
According to the Tender Offeror, after the completion of the Tender Offer and theTransactions, the Tender Offeror plans to utilize the know-how and networks of Unison
and CHCP to promote measures to enhance the corporate value of the Company, focusing
on the measures described in “(ii) Discussion between Tender Offeror and Company,
Tender Offeror’s Decision-Making Process, Etc.” above.
According to the Tender Offeror, with respect to the composition of the officers of theCompany after the completion of the Tender Offer, the Tender Offeror expects toestablish a new team consisting of the officers to be designated by the Tender Offeror tofurther strengthen and enhance the management system.

However, there are no matterscurrently determined, including the future treatment of the current management, and it
will be determined through future discussions between the Tender Offeror and theCompany.

It is also planned that the employees of the Company will generally continue

to be employed on the same level of treatment after the completion of the Tender Offer.
Given the foregoing, the Tender Offeror, through discussions with the Company, plansto further enhance the treatment and education programs for the Company’s employees
as appropriate in order to improve the quality of the medical care for its customers(patients) and increase their security and satisfaction while maintaining and fostering ahigh level of ethical awareness that is appropriate for a company providing nextgeneration medical services to solve social issues.

The Tender Offeror plans to conduct

an absorption-type merger, in which the Tender Offeror will be the surviving company
and the Company will be the absorbed company, promptly after the completion of theTransactions.

However, since the procedures regarding the various permissions andauthorizations, etc. required to operate the businesses of the Company in case the Tender
Offeror will be the surviving company are still under review, the concrete details such16

as a schedule have not been determined yet.
c.

Process of and Reasons for Company’s Decision-Making to Support Tender OfferAs set out in “(i) Management Environment, Etc. Surrounding the Company” of “b.
Background, Purpose, and Decision-Making Process Leading to Decision by Tender
Offeror to Implement Tender Offer, and Management Policy After Tender Offer” above,
the Company believes that under the recognition that improving profitability is a toppriority, improving the retention rate of home-visiting nurses and other personnel will leadto (i) an increase in the number of their visits through the improvement of their experienceand skills, and (ii) the improvement of profitability through controlling recruitment costs.
On the other hand, in order to expand the healthcare services in the psychiatric field andrealize the sustainable enhancement of corporate value from a long-term perspective,
without being affected by short-term fluctuations in business performance, the Company
has recognized that, not only independent business operations or efforts but also
cooperation with external partners, including reconsideration of the meaning of stocklisting, would be useful.
While proceeding with the examination of potential external partners, since Unison and
CHCP have a track record of support by utilizing their extensive investments and the knowhow and human resource networks that they have accumulated in the healthcare field, theCompany obtained opportunities to contact Unison through a financial institution in midAugust 2020, and through an interview with Unison, the Company was introduced to
Unison and the CHCP Group, and the Company and Unison held discussions on theirbusiness.

Through the interviews, the Company and Unison discussed the possibility ofbusiness cooperation with each other, thereby deepening mutual understanding, and in late
October 2020, Unison made the Initial Proposal to the Company.
In the said proposal, Unison and CHCP proposed to support the Company’s
strengthening of existing strategies and the evolution into home-visit nursing platform, andto aim together at improving the QOL of persons who need home medical care and enhance
work environment of the Company’s employees, and, as a result of reviewing the content
of the proposal, by utilizing the know-how and human resource networks that Unison and
the CHCP Group have accumulated in the healthcare field, the Company expects to secure
human resources such as nurses, train personnel to be able to provide higher-quality homevisiting nursing services, and also expand the healthcare services in the psychiatric field
by expanding into the medical field through the CHCP Group, collaborating with hospitals
which the CHCP Group operates, and collaborating with the general home-visit nursing
service field, which the CHCP Group is scheduled to enter in the future and, accordingly,
the Company decided to commence discussions with Unison and CHCP in mid-November
2020, as the Company believed that the said proposal would contribute to resolving the17Company’s business issues and enhancing its corporate value.
In response to the Initial Proposal, the Company appointed SMBC Nikko as its financial
advisor and third-party valuation institution on December 3, 2020 and Plutus as its thirdparty valuation institution on January 15, 2021, both of which are independent from theCompany and the Tender Offeror, and also appointed Kitahama Partners (“KitahamaPartners”) as its legal advisor on December 3, 2020, in order to ensure the fairness of theterms and conditions concerning the Transactions, including the Tender Offer Price.
Further, the Company established a special committee (the “Special Committee”; for thedetails of the composition, etc., of the special committee members, please refer to “c. The
Company’s Establishment of an Independent Special Committee and Obtainment of an
Opinion (Report)” of “(6) Measures to Ensure Fairness of Tender Offer Such as Measures
to Ensure Fairness of Tender Offer Price” below) to examine the proposal of theTransactions.
The Company has reviewed the appropriateness of the Transactions, after multiple
discussions with SMBC Nikko, Plutus and Kitahama Partners, based on the negotiation
policy that had been confirmed by the Special Committee in advance and the opinions,
instructions and requests, etc., in important stages of the negotiations, in light of the outlineof the Transactions including the Tender Offer, the impact of the Transactions on the
Company, the content of the management policy after the Transactions, and the current
share price trends, among others.
The Company has been continuously conducting discussions and negotiations with theTender Offeror, Unison and CHCP on the terms and conditions, including the Tender Offer
Price, since receiving the first proposal from the Tender Offeror, Unison and CHCP on
January 18, 2021 to set the Tender Offer Price at 920 yen and the Stock Acquisition Rights
Price at one (1) yen.

In response to the said proposal, after taking into account the reporton the estimated results concerning the share valuation of the Company received fromSMBC Nikko and Plutus and the opinion from the Special Committee, the Company
reviewed the level of price based on the latest share price trends concerning the Company
Shares and the circumstance that an upward adjustment for its business performance wasscheduled to be made in late January 2021; as a result, the Company determined that theprice fell short of its reasonable price, and accordingly, the Company requested on January
22, 2021 that the Tender Offeror, Unison and CHCP reexamine the Tender Offer Price.
Thereafter, the Company repeatedly held discussions and negotiations with the Tender
Offeror, Unison and CHCP on the various terms and conditions of the Transactions andreceived a proposal on January 25, 2021 to set the Tender Offer Price at 1,000 yen per
share.

However, on January 27, 2021, as a result of reviewing the latest share price trends

18

concerning the Company Shares and the level of premiums added in other similar tender
offers on the assumption of taking the issuers private, among others, the Company
determined that the price still fell short of its reasonable price, and accordingly, theCompany requested that the Tender Offeror, Unison and CHCP reexamine the Tender Offer
Price again, and on February 1, 2021, the Company received a proposal to set the Tender
Offer Price at 1,100 yen.

However, as the Company came to the conclusion that the said

price was insufficient in terms of the premium level, on the same date, the Company
requested that the Tender Offeror, Unison and CHCP reexamine the Tender Offer Priceagain, and on February 2, 2021, the Company received a final proposal to set the Tender
Offer Price at 1,200 yen.

Subsequently, on February 3, 2021, the Company responded

that, based on the assumption that the final decision would be made through the resolutionof the Company’s board of directors after considering the report from the Special
Committee, the Company accepted the proposal to set the Tender Offer Price at 1,200 yen.
The Stock Acquisition Rights were issued as stock options to the officers and employeesof the Company, and given the fact that the Stock Acquisition Rights are, as a condition
for the exercise of the rights, exercisable only when the relevant persons hold the positionof director or executive officer of the Company at the time of the exercise of the rights orwhen the board of directors of the Company approves retirement by reason of the expirationof the term of office, or upon mandatory retirement or when there are other justifiablereasons, it is construed that even if the Tender Offeror acquires the Stock Acquisition
Rights through the Tender Offer, the Tender Offeror will not be able to exercise the Stock
Acquisition Rights, and accordingly, on January 18, 2021, the Company received aproposal from the Tender Offeror, Unison and CHCP to set the Stock Acquisition Rights
Price at one (1) yen per unit of the Stock Acquisition Rights.

The Company had made no

particular request to reexamine the proposal for the Stock Acquisition Rights Price.
The Company has carefully reviewed the said proposal, taking into account the contentsof the share valuation report (the “Share Valuation Report (SMBC Nikko)”) dated February
4, 2021 obtained from SMBC Nikko, the share valuation report (the “Share Valuation
Report (Plutus)”) and an opinion concerning the fairness of the Tender Offer Price (afairness opinion) (the “Fairness Opinion”) dated the same date obtained from Plutus, aswell as confirming the appropriateness of the said proposal with the Special Committee.
In addition, the Company has received from Kitahama Partners, its legal advisor, legal
advice necessary for the decision-making methods and process and other points to be noted
regarding the board of directors of the Company, including various procedures for theTransactions, and received a report dated February 4, 2021 from the Special Committee(the “Report”) (For the outline of the Report and the details of the specific activities of theSpecial Committee, please refer to “c. The Company’s Establishment of an Independent
Special Committee and Obtainment of an Opinion (Report)” of “(6) Measures to Ensure

19Fairness of Tender Offer Such as Measures to Ensure Fairness of Tender Offer Price”
below).

Based on the above, the Company conducted careful discussion and examinationfrom the perspective of whether the Transactions can improve the corporate value of theCompany and whether the terms and conditions of the Transactions, including the Tender
Offer Price are appropriate, etc., taking into account the legal advice received from
Kitahama Partners, the legal advisor, and the Share Valuation Report (SMBC Nikko)
obtained from SMBC Nikko, the third-party valuation institution, the Share Valuation
Report (Plutus) and the Fairness Opinion obtained from Plutus, the third-party valuation
institution, and respecting the Report submitted by the Special Committee to the extent
possible.
In the nursing and medical-related industries to which the Company belongs, while themarket is expanding against the background of the progression in aging, the Company has
recognized that, in order to secure human resources such as nurses and deal with theaccompanying increase in personnel expenses, it is important to establish a business modelin which business performance is less affected by revisions to medical fees, in addition to
implementing measures such as acquiring premiums in accordance with revisions to
medical fees and streamlining operations by promoting digitization.

As one of themeasures to resolve the Company’s management issues, while bringing utilization of
know-how and platforms from externals into perspective, the Company has come to theconclusion that being affiliated with the CHCP Group operated by Unison will lead toutilizing the know-how and human resource networks that Unison and the CHCP Group
have accumulated in the healthcare field, and thereby it expects to secure human resources
such as nurses, train personnel to be able to provide higher-quality home-visiting nursing
services, expand into the medical field through collaborations with hospitals which the
CHCP Group supports, and strengthen its financing capabilities and financial base, and that
accordingly the Company will be able to develop itself and further enhance its corporate
value in the future.

When the Company Shares are to be taken private, it will not be

possible to raise funds from any capital markets; however, taking into consideration, among
others, the Company’s present financial condition and the low interest environment inrecent indirect finance, the Company has believed that for the time being, there is less needfor raising funds from the capital markets.

Moreover, in light of the recent increases in

the cost of maintaining a listing, it is difficult to proactively identify the significance ofcontinuously maintaining the Company Shares listing in the future, and in early-February
2021 the Company has come to an understanding that it will be able to concentrate
management resources on growing businesses by taking the Company Shares private
through the Transactions.
On the other hand, as indicated by the premium rate on the simple average closing priceof the Company Shares on the First Section of the TSE for the preceding one-month period20

up to the business day immediately preceding the date of the public announcement of theimplementation of the Tender Offer (February 4, 2021) set out below, the Tender Offer
Price can be evaluated as having added to it a premium of 43.37%, which is a considerable
premium in terms of market price, and the Company determined that the Tender Offer will
provide all of the shareholders of the Company with a reasonable opportunity to sell theirshares at a price at which a premium is added to the average share price over the last certain
period based on the following: (i) the Tender Offer Price is within the price range of thevaluation results calculated under the discounted cash flow analysis (the “DCF analysis”)
by SMBC Nikko and Plutus (SMBC Nikko: from 642 yen to 1,241 yen; Plutus: from 863
yen to 1,287 yen), as set out in “b. Overview of Valuation” of “(3) Matters Relating to
Valuation” below; (ii) the Tender Offer Price finally proposed is a price with a 44.58%
premium on the closing price of 830 yen of the Company Shares on the First Section of theTSE on February 4, 2021, which is the business day immediately preceding the date of the
public announcement of the implementation of the Tender Offer; a 43.37% premium on thesimple average closing price of 837 yen of the Company Shares for the preceding onemonth period up to the same date (from January 5, 2021 to February 4, 2021); a 45.81%
premium on the simple average closing price of 823 yen of the Company Shares for thepreceding three-month period up to the same date (from November 5, 2020 to February 4,2021); and a 61.51% premium on the simple average closing price of 743 yen of theCompany Shares for the preceding six-month period up to the same date (from August 5,
2020 to February 4, 2021), and such Tender Offer Price is not lower compared to thepremiums added in determining the prices for purchase, etc. in prior tender offers for sharecertificates, etc., conducted by parties other than the issuer for the purpose of taking theissuer private (the average premium rate is 37% in the cases of taking-private transactions
publicly announced in and after 2018) and can be evaluated as a price with a considerable
premium; (iii) the measures to eliminate arbitrariness and ensure fairness in the decisionmaking process leading to decide on the implementation of the Tender Offer are considered
to have been sufficiently taken as set out in “(6) Measures to Ensure Fairness of Tender
Offer Such as Measures to Ensure Fairness of Tender Offer Price” below.

As a result of

the above consideration, the board of directors of the Company resolved, with theunanimous approval of the directors (including the audit and supervisory committee
members) of the Company, at the meeting of the board of directors held today, to express
an opinion in favor of the Tender Offer and to recommend that all of the shareholders of
the Company tender their shares in the Tender Offer.

Further, with the unanimous

approval of the directors (including the audit and supervisory committee members) of theCompany, at the said meeting, the Company did not examine the appropriateness of theStock Acquisition Rights Price, and resolved that the decision as to whether to tender their
Stock Acquisition Rights for the Tender Offer should be left to the judgment of the Stock21

Acquisition Rights Holders because the Stock Acquisition Rights were issued as stock
options to the officers and employees of the Company, and the Stock Acquisition Rights
Price is set at one (1) yen per unit of the Stock Acquisition Rights.
(3)

Matters Relating to Valuationa.

Names of Valuation Institutions and their Relationship with the Company and Tender
OfferorIn preparation for the expression of the opinion about the Tender Offer, the Company
requested SMBC Nikko and Plutus, third-party valuation institutions independent from theCompany and the Tender Offeror, to evaluate the value of the Company Shares and also
requested Plutus to submit an opinion concerning the fairness of the Tender Offer Price (afairness opinion).

SMBC Nikko and Plutus are not related parties of the Company or theTender Offeror and do not have any material interest in relation to the Transactions,
including the Tender Offer.

SMBC Nikko is a member of the company group of

Sumitomo Mitsui Financial Group, Inc., to which Sumitomo Mitsui Banking Corporationand Sumitomo Mitsui Finance and Leasing Company, Limited, who plan to extend loans
to the Tender Offeror, also belong.

However, the Company has appointed SMBC Nikko

as its financial advisor and third-party valuation institution, in light of the performance of
SMBC Nikko as a valuation institution, and, taking into account the following; (i) theprescribed information barriers, as a measure to prevent adverse effects, have been built
between the department in charge of valuation of the Company Shares and the otherdepartments in SMBC Nikko, between such department of SMBC Nikko and Sumitomo
Mitsui Banking Corporation, and between such department of SMBC Nikko and Sumitomo
Mitsui Financial Group, Inc.; (ii) the independence of SMBC Nikko as a financial advisor
and a third-party valuation institution is secured because the Company and SMBC Nikko
have implemented transactions on the same terms and conditions as with other generalbusiness partners; and (iii) given that SMBC Nikko is not a related party of the Tender
Offeror, the Company believes that there are no particular issues of requesting SMBC
Nikko for valuation of the Company Shares.
b.

Overview of Valuation
The Company requested SMBC Nikko to evaluate the value of the Company Shares andreceived the Share Valuation Report (SMBC Nikko) on February 4, 2021.

The Company

has not received any opinion concerning the fairness of the Tender Offer Price (a fairness
opinion) from SMBC Nikko.

SMBC Nikko calculated the value of the Company Sharesusing (i) the market price analysis, since the Company Shares are listed on the First Sectionof the TSE and a market price exists for the Company Shares, and (ii) the DCF analysis inorder to reflect the state of future business activities of the Company in the evaluation,22

assuming that the Company is a going-concern and considering that it is appropriate toevaluate the value of the Company Shares from various perspectives.
The values per share of the Company Shares calculated by SMBC Nikko in accordancewith the above-mentioned respective analyses are as follows:
Market price analysis:

743 yen - 837 yen

DCF analysis:

642 yen - 1,241 yen

In the market price analysis, the record date for calculation was set as February 4, 2021,
the business day immediately preceding the announcement date of the implementation of
the Tender Offer, and the price range of per share value of the Company Shares wascalculated to be from 743 yen to 837 yen based on the simple average closing price of 837
yen for the preceding one-month period, the simple average closing price of 823 yen forthe preceding three-month period and the simple average closing price of 743 yen for thepreceding six-month period of the Company Shares.
In the DCF analysis, the price range of value per share of the Company Shares wascalculated to be from 642 yen to 1,241 yen, after evaluating the corporate value and sharevalue of the Company by discounting, against the present value at a certain discount rate,
the free cash flow that the Company is expected to generate from the first quarter of the
fiscal year ending December 31, 2021, based on the financial forecast included in thebusiness plan prepared by the Company for the five (5) fiscal years from the fiscal year
ending December 31, 2021 to the fiscal year ending December 31, 2025 and various
elements such as publicly available information.

In the business plan prepared by theCompany, which SMBC Nikko used as a basis for the calculation in the DCF analysis, afiscal year with a significant increase in earnings compared to the preceding fiscal year is
not included.

In addition, the business plan is not based on the assumption that theTransactions will be implemented, since it is difficult, at this stage, to specifically estimate
the synergies expected to be realized as a result of the implementation of the Transactions.
(Note) In preparing the Share Valuation Report (SMBC Nikko), SMBC Nikko assumed
that all of the materials and information on which it was based were accurate andcomplete and did not independently verify the accuracy and completeness thereofor was not obligated or responsible for such verification and assumed that theCompany is not aware of any facts or circumstances indicating that the information
provided is inaccurate or misleading.

In addition, SMBC Nikko did not

independently evaluate, appraise or assess the assets or liabilities of the Company
or request that a third-party valuation institution perform such evaluation, appraisal
or assessment.

If any problem is identified in respect of the accuracy andcompleteness of these materials and information, the valuation results may differ

23significantly.

In addition, SMBC Nikko assumed that, in relation to the Company,

there are no claims and obligations relating to undisclosed litigation, disputes,
environment, tax and other matters, any other contingent liabilities and/or offbalance sheet debts or any other facts that would have a material effect on the sharevaluation report.

SMBC Nikko assumed that the business plan, etc. it used in the

Share Valuation Report (SMBC Nikko) was prepared by the Company inaccordance with reasonable and appropriate procedures based on the best estimatesand judgments as of the record date for calculations.

Furthermore, when SMBC

Nikko conducted an analysis using the assumptions provided to it based on thematerials and information provided to it in the Share Valuation Report (SMBC
Nikko), SMBC Nikko assumed that the materials, information and assumptions
provided to it were accurate and reasonable.

SMBC Nikko did not independently

verify the accuracy, validity and feasibility of these assumptions and is not
obligated or responsible for such verification.

SMBC Nikko submitted thecalculation results to the Company at the Company’s request for the sole purposeof assisting the Company’s board of directors with examining the Tender Offer
Price and such calculation results do not express SMBC Nikko’s opinion on thefairness of the Tender Offer Price.

In addition, SMBC Nikko assumed that theCompany’s financial outlook referred to in such calculations was reasonably
prepared and produced based on the Company’s best currently available estimatesand judgments and that such calculations reflect the information and economic
conditions as of February 4, 2021.
The Company requested Plutus to evaluate the value of the Company Shares andreceived the Share Valuation Report (Plutus) on February 4, 2021.

On the same date, theCompany also received an opinion concerning the fairness of the Tender Offer Price (afairness opinion) from Plutus.
Plutus calculated the value of the Company Shares using (i) the market price analysis,
since the Company Shares are listed on the First Section of the TSE and a market priceexists for the Company Shares, and (ii) the DCF analysis in order to reflect the state of
future business activities of the Company in the evaluation, assuming that the Company isa going-concern and considering that it is appropriate to evaluate the value of the Company
Shares from various perspectives.
The values per share of the Company Shares calculated by Plutus in accordance with theabove-mentioned respective analyses are as follows:
Market price analysis:

743 yen - 837 yen

DCF analysis:

863 yen - 1,287 yen

24In the market price analysis, the record date for calculation was set as February 4, 2021,
the business day immediately preceding the announcement date of the implementation of
the Tender Offer, and the price range of per share value of the Company Shares wascalculated to be from 743 yen to 837 yen based on the closing price of 830 yen on therecord date, the simple average closing price of 837 yen for the preceding one-month period,
the simple average closing price of 823 yen for the preceding three-month period and thesimple average closing price of 743 yen for the preceding six-month period of the Company
Shares.
In the DCF analysis, the price range of value per share of the Company Shares wascalculated to be from 863 yen to 1,287 yen, after evaluating the corporate value and sharevalue of the Company by discounting, against the present value at a certain discount rate,
the free cash flow that the Company is expected to generate from the first quarter of the
fiscal year ending December 31, 2021, based on the financial forecast included in thebusiness plan prepared by the Company for the five (5) fiscal years from the fiscal year
ending December 31, 2021 to the fiscal year ending December 31, 2025 and various
elements such as publicly available information.

In the business plan prepared by theCompany, which Plutus used as a basis for the calculation in the DCF analysis, a fiscal
year with a significant increase in earnings compared to the preceding fiscal year is notincluded.

In addition, the business plan is not based on the assumption that theTransactions will be implemented, since it is difficult, at this stage, to specifically estimate
the synergies expected to be realized, except for the reduction in the cost of maintaining
listing, as a result of the implementation of the Transactions.
c.

Outline of the Fairness Opinion
The Company received a fairness opinion concerning the fairness of the Tender Offer
Price (a fairness opinion) on February 4, 2021 from Plutus (Note).

The Fairness Opinion

expresses the opinion that the Tender Offer Price is fair to the minority shareholders of theCompany from a financial point of view, in light of factors such as the result of thevaluation of the Company Shares based on the financial forecast prepared by the Company.
The Fairness Opinion was issued by Plutus based on the result of the valuation of theCompany Shares after receiving disclosure of information such as the current state of thebusiness and future business plan, etc. from the Company and receiving explanations
thereof, as well as Q&A sessions with the Company concerning the overview, background,and purpose of the Tender Offer, examination of factors, to the extent considered necessary
by Plutus, such as the Company’s business environment, the economy, markets andfinancial conditions, and the review procedures carried out by an examination committee
independent of Plutus’ engagement team.
(Note) In preparing and submitting the Fairness Opinion and evaluating the share value

25

underlying it, Plutus relied on the information and basic materials provided by or
discussed with the Company, as well as publicly available materials, on theassumption that they were accurate and complete, and that there were no facts that
had not been disclosed to Plutus that could materially affect the analysis andevaluation of the value of the Company Shares, and Plutus has not independently
investigated or verified such facts, nor is it obligated to investigate or verify them.
In addition, Plutus has not independently evaluated or appraised assets andliabilities (including off-balance sheet assets, off-balance sheet liabilities and othercontingent liabilities) of the Company including any analysis and valuation ofindividual assets and liabilities, and the Company has not received any report or
opinion regarding such valuation or appraisal.

In addition, Plutus has notassessed creditworthiness of the Company under applicable laws or regulations in
respect of insolvency, suspension of payment or similar matters.
Plutus has assumed that the Company’s business plan and other materials used as
the basis for the Fairness Opinion have been reasonably prepared by theCompany’s management based on the best currently available estimates andjudgments, and Plutus does not guarantee their feasibility, and expresses no viewas to the analysis or forecasts on which preparation is based or the premises on
which they are based.

The Fairness Opinion expresses Plutus’ opinion as of thedate of preparation as to whether the Tender Offer Price is fair from a financial
point of view to the minority shareholders of the Company, based on the financial
and capital markets, economic conditions and other circumstances as of the date of
preparation, and based on information available to Plutus up to the date of
preparation, and while the content of the Fairness Opinion may be affected bysubsequent changes in conditions, Plutus has no obligation to amend, change or
supplement the content of the Fairness Opinion even in such cases.

The Fairness

Opinion does not infer or indicate any opinion, other than that expressly stated in
the Fairness Opinion, with respect to any matter after the date of submission of theFairness Opinion.

The Fairness Opinion only expresses the opinion that theTender Offer Price is fair to the minority shareholders of the Company from afinancial point of view and is not disadvantageous to them, and does not express
opinions or make recommendations concerning the propriety of implementing theTender Offer, nor the tendering, or other actions with respect to the Tender Offer,and does not express any opinion to the holders of securities issued by the Company,
creditors or other related parties.
The Fairness Opinion was provided by Plutus for the purpose of being used as abasis for decisions made by the Company’s board of directors and the Special
Committee regarding the Tender Offer Price, and is not to be relied upon by any

26other party.
The Company has not obtained any report concerning the Stock Acquisition Rights Priceor any opinion on the fairness thereof (a fairness opinion) from any third-party valuation
institution.
In addition, although approval by the Company’s board of directors is required for
acquisition of the Stock Acquisition Rights by transfer, the Company resolved at themeeting of its board of directors held today to approve that the Stock Acquisition Rights
Holders transfer their Stock Acquisition Rights to the Tender Offeror by tendering their
Stock Acquisition Rights in the Tender Offer, subject to the effectuation of the Tender
Offer, etc.
(4)

Possibility of Delisting and Reasons Therefor
As of today, the Company Shares are listed on the First Section of the TSE.

However,since the Tender Offeror has not set the maximum number of shares to be purchased in theTender Offer, depending on the result of the Tender Offer, the Company Shares may bedelisted pursuant to the prescribed procedures in accordance with the TSE’s criteria fordelisting.

In addition, even if the Company Shares do not fall under such criteria at the timeof the effectuation of the Tender Offer, the Tender Offeror plans to make the Company its
wholly-owned subsidiary, as described in “(5) Policy for Organizational Restructuring, Etc.
after Tender Offer (Matters Relating to So-called “Two-step Acquisition”)” below, after theTender Offer is completed.

In such case, the Company Shares will be delisted pursuant to

the prescribed procedures in accordance with the TSE’s criteria for delisting.

The Company

Shares will no longer be traded on the TSE after the delisting.
(5)

Policy for Organizational Restructuring, Etc. after Tender Offer (Matters Relating to Socalled “Two-step Acquisition”)
As described in “a. Overview of Tender Offer” of “(2) Grounds and Reasons for Opinion
on Tender Offer,” if the Tender Offeror is unable to acquire all of the Company Shares(including the Company Shares delivered by the exercise of the Stock Acquisition Rights,
but excluding the treasury shares held by the Company) and all of the Stock Acquisition
Rights in the Tender Offer, the Tender Offeror contemplates to make the Company its whollyowned subsidiary by implementing either of the following procedures after the completion of
the Tender Offer:a.

Demand for Shares, Etc. Cash-Out
According to the Tender Offeror, if, upon completion of the Tender Offer, the Tender
Offeror owns 90% or more of the voting rights of all shareholders of the Company, the27

Tender Offeror, promptly after the completion of the settlement of the Tender Offer,pursuant to the provisions of Article 179, Paragraphs 1 and 2 of the Companies Act, plansto request all of the Company’s shareholders (excluding the Tender Offeror and theCompany) (the “Shareholders Subject to the Cash-Out”) to sell all of the Company Shares
which they own (the “Shares Subject to the Cash-Out”) (the “Demand for Shares CashOut”) and also request all of the Stock Acquisition Rights Holders (excluding the Tender
Offeror) (the “Stock Acquisition Rights Holders Subject to the Cash-Out”) to sell all of theStock Acquisition Rights which they own (the “Stock Acquisition Rights Subject to theCash-Out”) (the “Demand for Stock Acquisition Rights Cash-Out” and, together with the“Demand for Shares Cash-Out,” the “Demand for Shares, Etc. Cash-Out”).

In theDemand for Shares Cash-Out, the Tender Offeror plans to set forth that the amountequivalent to the Tender Offer Price will be delivered to the Shareholders Subject to theCash-Out as the per share price of the Shares Subject to the Cash-Out.

In the Demand for

Stock Acquisition Rights Cash-Out, the Tender Offeror plans to set forth that the amountequivalent to the Stock Acquisition Rights Price will be delivered to the Stock Acquisition
Rights Holders Subject to the Cash-Out.

In such cases, the Tender Offeror will notify theCompany to that effect and will require the Company to approve the Demand for Shares,
Etc. Cash-Out.

If the Company approves the Demand for Shares, Etc. Cash-Out by aresolution of its board of directors, in accordance with the procedures set forth in therelevant laws and regulations, without individual approvals by the Shareholders Subject to
the Cash-Out and the Stock Acquisition Rights Holders Subject to the Cash-Out, the Tender
Offeror will acquire, as of the acquisition date set forth in the Demand for Shares, Etc.
Cash-Out, all of the Shares Subject to the Cash-Out from the Shareholders Subject to theCash-Out and all of the Stock Acquisition Rights Subject to the Cash-Out from the Stock
Acquisition Rights Holders Subject to the Cash-Out.

In such cases, the Tender Offeror

plans to deliver, as the consideration for the Company Shares owned by the Shareholders
Subject to the Cash-Out and the Stock Acquisition Rights owned by the Stock Acquisition
Rights Holders Subject to the Cash-Out, the amount equivalent to the Tender Offer Priceto each of such Shareholders Subject to the Cash-Out as the per share price of the Company
Shares, and the amount equivalent to the Stock Acquisition Rights Price to each of such
Stock Acquisition Rights Holders Subject to the Cash-Out as the per unit price of the Stock
Acquisition Rights, respectively.
In addition, if the Demand for Shares, Etc. Cash-Out is made by the Tender Offeror, theboard of directors of the Company plans to approve such Demand for Shares, Etc. CashOut.
For the purpose of protecting the rights of minority shareholders in relation to the above,
the Shareholders Subject to the Cash-Out and the Stock Acquisition Rights Holders Subject
to the Cash-Out may file a petition with a court to determine the sale prices of the Shares

28

Subject to the Cash-Out and the Stock Acquisition Rights Subject to the Cash-Out pursuant
to the provisions of Article 179-8 of the Companies Act and other relevant laws or
regulations.

The sale prices, by this method, of the Shares Subject to the Cash-Out andthe Stock Acquisition Rights Subject to the Cash-Out will be finally determined by the
court.
b.

Share Consolidation
According to the Tender Offeror, if, upon the completion of the Tender Offer, the Tender
Offeror does not own 90% or more of the voting rights of all shareholders of the Company,
the Tender Offeror will request the Company to hold an extraordinary shareholders’meeting (the “Extraordinary Shareholders’ Meeting”) that will resolve proposals including:(i) a proposal regarding consolidation of the Company Shares (the “Share Consolidation”)
and (ii) a proposal regarding a partial amendment to the articles of incorporation subject
to the Share Consolidation becoming effective for the purpose of abolishing the provision
regarding the number of shares constituting one unit of stock.

The Tender Offeror plans

to vote in favor of each of the above-mentioned proposals at the Extraordinary
Shareholders’ Meeting.

If the proposal regarding the Share Consolidation is approved at

the Extraordinary Shareholders’ Meeting, as of the effective date of the Share
Consolidation, the number of the Company Shares owned by the shareholders of theCompany will be changed in proportion to the ratio for the Share Consolidation approvedat the Extraordinary Shareholders’ Meeting.

In such case, if any fractional share less than

one share arises as a result of the Share Consolidation, the amount of cash to be obtainedby selling the Company Shares in the amount equivalent to the aggregate of such fractional
shares (any fractional shares less than one share in the aggregate will be rounded off;hereinafter the same) to the Company or the Tender Offeror, will be delivered to theshareholders of the Company to whom the fractional shares arise pursuant to Article 235of the Companies Act and other relevant laws or regulations.

With respect to the saleprice of the Company Shares in the amount equivalent to the aggregate of such fractional
shares, the Tender Offeror plans to determine such price so that the amount of money to bedelivered to each of the Company’s shareholders who did not tender their shares in theTender Offer as a result of such sale will be equal to the amount obtained by multiplying(a) the Tender Offer Price by (b) the number of the Company Shares held by suchshareholder, and file a petition with a court for permission for such voluntary sale.
Although the ratio for the consolidation of the Company Shares has not yet been
determined as of today, it is contemplated that the ratio will be determined so that theTender Offeror will hold all of the Company Shares and the number of the Company Shares
owned by the Company’s shareholders who did not tender their shares in the Tender Offer(excluding the Tender Offeror and the Company) will be a fractional share less than one

29

share.
For the purpose of protecting the rights of minority shareholders in relation to the above,in the case where the Share Consolidation is conducted and any fractional share less than
one share arises, the shareholders of the Company may request the Company to purchaseat a fair price all of its fractional shares less than one share and file a petition with a courtfor determination of the price of the Company Shares pursuant to the provisions of Articles
182-4 and 182-5 of the Companies Act and other relevant laws or regulations.

The

purchase price per share, by this method, will be finally determined by the court.
According to the Tender Offeror, if, upon completion of the Tender Offer, the Tender
Offeror does not own 90% or more of the voting rights of all shareholders of the Company
and the Tender Offeror does not also acquire all of the unexercised Stock Acquisition
Rights, the Tender Offeror plans either to request the Company to implement, or to itself
implement, procedures reasonably required for carrying out the Transaction, such as theacquisition of the Stock Acquisition Rights or a recommendation to the Stock Acquisition
Rights Holders to waive the Stock Acquisition Rights.
The procedures described in (i) and (ii) above may take longer than anticipated or may
be changed to a different method that will have approximately the same effect due to theinterpretation by the authorities on the relevant laws and regulations.

However, according

to the Tender Offeror, even in such cases, the Tender Offeror intends to make the Company
its wholly-owned subsidiary by a measure to eventually pay cash to each of theshareholders of the Company who did not tender their shares in the Tender Offer (excluding
the Company).

In such case, the amount of cash to be paid to each of the shareholders of

the Company will be calculated so as to be equal to the amount obtained by multiplying
the Tender Offer Price by the number of the Company Shares owned by such shareholder.
In the case where cash is paid to the Stock Acquisition Rights Holders of the Company
who did not tender in the Tender Offer, the amount of cash to be paid to each of the Stock
Acquisition Rights Holders will be calculated so as to be equal to the amount obtained bymultiplying the price for purchase etc. of each of the Stock Acquisition Rights in the Tender
Offer by the number of such Stock Acquisition Rights owned by such Stock Acquisition
Rights Holders.
According to the Tender Offeror, the above-mentioned Extraordinary Shareholders’Meeting is, if necessary, scheduled to be held around June 2021, and the specificprocedures and the schedule thereof will be promptly announced by the Company once
they are determined.

It is not intended in the Tender Offer to solicit the affirmative voteby the Company’s shareholders at the Extraordinary Shareholders’ Meeting nor should it
be construed as such.
(6)

Measures to Ensure Fairness of Tender Offer Such as Measures to Ensure Fairness of30

Tender Offer Price
The Tender Offer does not constitute a so-called management buyout (MBO) (a tender
offer in which a tender offeror is an officer of the target company or in which the tender
offeror is a person who conducts a tender offer at the request of the officers of the target
company and who shares common interests with the officers of the target company) nor does
it fall under “significant transactions, etc., with controlling shareholders” as defined in thecode of conduct of the TSE.

Nevertheless, in light of the fact that, among other things, theTender Offeror intends to make the Company a wholly-owned subsidiary of the Tender
Offeror through the Transactions, including the Tender Offer, the Tender Offeror and theCompany have implemented, in consideration of the impact on the shareholders of theCompany, the following measures to ensure the fairness of the Tender Offer Price.

With

respect to the following statements, those regarding the measures implemented by the Tender
Offeror are based on the explanation given by the Tender Offeror.
a.

The Company’s Obtainment of the Share Valuation Reports and the Fairness Opinion
from Independent Third-party Valuation Institution(s)In preparation for the expression of the opinion about the Tender Offer, the Company
requested SMBC Nikko and Plutus, third-party valuation institutions independent from theCompany and the Tender Offeror, to evaluate the value of the Company Shares and also
requested Plutus to submit an opinion concerning the fairness of the Tender Offer Price (afairness opinion), in order to ensure fairness in the Company’s decision-making processconcerning the Tender Offer Price proposed by the Tender Offeror.
SMBC Nikko and Plutus are not related parties of the Company or the Tender Offeror
and do not have any material interest in relation to the Transactions, including the Tender
Offer.

In addition, the Special Committee, at its first meeting, approved SMBC Nikko asa third-party valuation institution of the Company because there were no issues pertaining
to the independence and expertise of SMBC Nikko.

While the remuneration of SMBC

Nikko related to the Transactions includes contingency fees that will be paid to it subject
to the commencement of the Tender Offer and the completion, etc. of the Transactions,
including the Tender Offer, the Company appointed SMBC Nikko as its financial advisor
and third-party valuation institution according to the above-mentioned remuneration
structure and taking into account general customary practices in similar transactions andother factors as well.

Furthermore, the Special Committee, at its fourth meeting,approved Plutus as a third-party valuation institution of the Company because there were
no issues pertaining to the independence and expertise of Plutus.

Thereafter, the Special

Committee confirmed that it would also be able to obtain professional advice from SMBC
Nikko and Plutus when necessary.

Only fixed remuneration is paid to Plutus in relation

to the Transactions, regardless of whether or not the Transactions are successfully

31

completed, and such remuneration does not include any contingency fee that will be paid
to it subject to the completion, etc. of the Transactions, including the Tender Offer.
For the outline of the Share Valuation Report (SMBC Nikko), the Share Valuation Report(Plutus) and the Fairness Opinion, please refer to “(3) Matters Relating to Valuation” above.
b.

Advice from an Independent Law Firm Received by the Company
In order to ensure fairness and appropriateness of the decision-making of the Company’sboard of directors regarding the Transactions, including the Tender Offer, the Company
appointed Kitahama Partners, as its legal advisor independent from the Tender Offeror andthe Company, and has obtained legal advice on the decision-making process and methodsof the Company’s board of directors regarding the Transactions, including the Tender Offer,and other points to be noted with regard to the decision-making relating to the Transactions,
including the Tender Offer.
Kitahama Partners is not a related party of the Tender Offeror or the Company and does
not have any material interest in relation to the Transactions, including the Tender Offer.
In addition, at the first meeting of the Special Committee, the Special Committee approved
Kitahama Partners as a legal advisor of the Company because there were no issues
pertaining to its independence and expertise, and confirmed that the Special Committee
would also be able to obtain professional advice when necessary.

c.

The Company’s Establishment of an Independent Special Committee and Obtainment of
an Opinion (Report)
With the objective of eliminating the arbitrariness and ensuring fairness, transparency
and objectivity in the decision-making process of the Company’s board of directors, theCompany’s board of directors resolved at its meeting held on December 3, 2020 to establish
the Special Committee being composed of members (including outside expert members)
who are independent from the Company and the Tender Offeror (The board of directors
appointed the following individuals as members of the Special Committee: Mr. Hiroshi
Maeno, who is an outside director, Audit and Supervisory Committee member, andIndependent Committee member, of the Company (certified public tax accountant, Hiroshi
Maeno Tax Accountant Office) and has many years of experience and a proven track record,
as well as abundant experience and knowledge regarding financial perspectives, as acertified public tax accountant; Mr. Masakazu Mimura (attorney-at-law, S&W International
Law Offices), who engages in corporate legal matters as an attorney-at-law and hasabundant experience and expertise, etc.; and Mr. Yuichi Hirano (certified public tax
accountant, Tokyo Kyodo Accounting Office), who has abundant experience and expertise,etc. regarding financial perspectives as a certified public tax accountant.

The Company

has appointed these three (3) persons as the members of the Special Committee since its

32establishment, and the Company has not changed any of these members; and furthermore,
Mr. Hiroshi Maeno was elected as the chairman of the Special Committee from among themembers thereof.), and the Company’s board of directors also resolved at such meeting
held on the same day that the Company’s board of directors would make decisions byrespecting the determinations of the Special Committee to the extent possible and if theSpecial Committee determined that the terms and conditions of the Transactions were
inappropriate, the Company’s board of directors would not support the Transactions.
Only fixed remuneration is paid to each member of the Special Committee, regardless ofwhether or not the Transactions are successfully completed, and such remuneration does
not include any contingency fee that will be paid to them subject to the announcement,completion, etc. of the Transactions.
Based on such resolution of the board of directors, the Company consulted the Special
Committee as to (a) the rationality of the purposes of the Transactions (including whether
or not the Transactions would contribute to the enhancement of the Company’s corporate
value), (b) the appropriateness of the terms and conditions of the Transactions (including
the Tender Offer Price), (c) the fairness of procedures in respect of, among other matters,
the negotiation process leading up to the Transactions, and (d) whether or not theTransactions would be disadvantageous to the minority shareholders of the Company inlight of (a) through (c) above (collectively, the “Consulted Matters”).

The Special

Committee was also entrusted to submit a report thereon to the Company.

Furthermore,

the Company resolved at such board of directors meeting to grant the Special Committee(a) authority to appoint and approve outside advisors of the Company, (b) authority torequest officers and employees of the Company to provide and explain informationnecessary to consider and examine the Consulted Matters, and (c) authority to substantiallyengage in the negotiation process regarding, among other matters, the terms and conditionsof the Transactions.
During the period from December 16, 2020 to February 4, 2021, the Special Committee
meetings were held nine (9) times in total and for approximately ten (10) hours in total andthe Consulted Matters were examined and discussed by, among other methods, frequently
making reports, sharing information, and engaging in deliberations and decision-making
by e-mail, telephone, etc. between each meeting.

Specifically, at the first meeting of theSpecial Committee, the Special Committee approved SMBC Nikko, a third-party valuation
institution appointed by the Company, and Kitahama Partners, a legal advisor appointed by
the Company, as a third-party valuation institution of the Company and a legal advisor of
the Company, respectively, because there were no issues pertaining to their independence
and expertise, and confirmed that the Special Committee would also be able to obtainprofessional advice when necessary.

Thereafter, at the fourth meeting of the Special

Committee, the Special Committee approved Plutus, a third-party valuation institution

33

appointed by the Company, as a third-party valuation institution of the Company because
there were no issues pertaining to the independence and expertise of Plutus, and confirmedthat the Special Committee would also be able to obtain professional advice whennecessary.

Furthermore, as a policy of engaging in the process of negotiations with theTender Offeror, Unison and CHCP, the Special Committee confirmed that, while certain
employees and advisors of the Company would directly negotiate, as liaison persons of theCompany, with the Tender Offeror, the Special Committee would substantially engage in
the negotiation process regarding the terms and conditions of the Transactions by, among
other matters, timely receiving status reports from persons in charge of negotiations, stating
opinions in crucial phases, and providing instructions and requests.
Thereupon, the Special Committee received explanations from the Company on matterssuch as the history of the Company, its business activities, trends of its businessperformance, its current management issues, details of the expected effects on businessesof the Company resulting from the Transactions, the prospect of its business continuity
assuming cases where no Transactions would be conducted, including the possibility of
taking measures in lieu of the Transactions, and circumstances that led up to the preparationof the business plan of the Company, and the Special Committee held Q&A sessions with
the Company and confirmed the rationality of such business plan.

In addition, after

sending a questionnaire regarding the purposes of the Transactions and other related
matters to the Tender Offeror, Unison and CHCP, the Special Committee received
explanations from the Tender Offeror, Unison and CHCP on matters such as the reasonsand background for which the Tender Offeror, Unison and CHCP had proposed theTransactions, the purposes of the Transactions, the details and degree of the expectedadvantages, disadvantages and other effects resulting from the Transactions, and theplanned management policy of the Company after the Transactions, and held Q&A sessions
with the Tender Offeror, Unison and CHCP.

Furthermore, the Special Committee

received explanations from SMBC Nikko and Plutus as the third-party valuation
institutions of the Company on the valuation of the Company Shares (including the detailsof the Fairness Opinion received from Plutus), and held Q&A sessions, and thereafter suchcommittee examined the rationality of such business plan and such valuation results.
Moreover, the Special Committee received legal advice from Kitahama Partners, a legal
advisor of the Company, on the measures to ensure fairness in the procedural aspect of theTransactions (including the meanings, roles and other matters of the Special Committee)
and on the method and process of decision-making pertaining to the Transactions by theCompany’s board of directors and other points to be noted in making decisions regarding
the Transactions.
After timely receiving explanations from the Company on the progress and details, etc.
of discussions and negotiations regarding the Transactions between the Company, and the34

Tender Offeror, Unison and CHCP, the Special Committee held discussions and engaged
in the negotiation process with the Tender Offeror, Unison and CHCP by expressing
opinions and giving advice on several occasions to the effect that the Company should
request the Tender Offeror, Unison and CHCP to raise the Tender Offer Price until, as statedin “c. Process of and Reasons for Company’s Decision-Making to Support Tender Offer”
of “(2) Grounds and Reasons for Opinion on Tender Offer,” negotiations were conducted
and it was finally proposed by the Tender Offeror, Unison and CHCP to set the Tender
Offer Price at 1,200 yen and to set the Stock Acquisition Rights Price at one (1) yen.
After going through the procedures above, the Special Committee, as a result of careful
discussions on and examinations of the Consulted Matters, submitted the Report, thecontent of which is as follows, to the board of directors of the Company with the unanimous
approval of all the members of the Special Committee on February 4, 2021.
(a) The rationality of the purposes of the Transactions (including whether or not theTransactions would contribute to the enhancement of the Company’s corporate value)
Based upon the following, the Transactions contribute to the enhancement of theCompany’s corporate value, and the purposes of the Transactions are considered to berational.
-

The purposes of the Transactions, recognized by both sides, as set out in “b.
Background, Purpose, and Decision-Making Process Leading to Decision by
Tender Offeror to Implement Tender Offer, and Management Policy After Tender
Offer” and “c. Process of and Reasons for Company’s Decision-Making toSupport Tender Offer” of “(2) Grounds and Reasons for Opinion on Tender Offer”
of “3. Details of, and Grounds and Reasons for, Opinion on Tender Offer” above arebased on, among other matters, the outcomes of the Q&A sessions held with eachside by the Special Committee and of the Special Committee’s requests for theprovision of specific explanations.

The purposes of the Transactions are to

resolve management issues in respect of the Company and to further enhance its
corporate value through, among other matters, the development of an environmentthat makes it easier for the Company’s employees to work and that supports the
improvement of their skills, the expansion of the healthcare services in thepsychiatric field, and the establishment of a home-visit nursing platform throughthe collaboration between the Company and the CHCP Group and general homevisit nursing service providers.

The Special Committee believes that the above-

mentioned purposes of the Transactions are rational.
-

With regard to the synergies expected to be realized as a result of theimplementation of the Transactions as set out in “c. Process of and Reasons for
Company’s Decision-Making to Support Tender Offer” of “(2) Grounds and35

Reasons for Opinion on Tender Offer” of “3. Details of, and Grounds and Reasons for,Opinion on Tender Offer” above, there is an issue of how effectively the know-howthat the Tender Offeror, Unison and CHCP have cultivated to date through their
management support to medical institutions and dispensing pharmacies, etc. inseparate regions should be applied to the Company’s nationwide businesses.
However, it is considered that there is a certain rationality with respect toconsidering that such synergies can be realized by the Company, and the Tender
Offeror, Unison and CHCP, collaborating with each other and spreading,nationwide, efforts that have been commenced in one region while taking into
consideration regional characteristics.
-

The Tender Offeror, Unison and CHCP deeply empathize with the Company’s
management philosophy of “creating a safe, secure and comfortable living
environment through home medical care services in local communities andcontributing to individuals’ life plans,” against the background of social issues
such as an increase in the number of late elderly people and people with mental
illnesses.

The Company, the Tender Offeror, Unison and CHCP are sharing theirperceptions of the issues and paths to be followed by the entire group after theTransactions.

In addition, with regard to the system for implementing suchinitiatives, it is planned to establish a governance system that enables flexible
decision-making and, given the foregoing, it is also planned to establish a basic
policy of further enhancing the appropriate treatment of and education programsfor the Company’s employees in order to enhance the quality of the medical careof its customers (patients) and increase their security and satisfaction while
maintaining and fostering a high level of ethical awareness.
both sides are considered to be generally in agreement.

The perceptions of

The Special Committee

was concerned that, since the business of the Company has a strong public aspectof providing medical care services, the lowering of governance resulting from thedelisting of the Company might adversely affect the Company’s business.
However, since the Tender Offeror, Unison and CHCP consider it important tomaintain and foster the employees’ ethical awareness as stated above, it cannot be
said that there is a specific risk of adverse effects to the Company’s business inconnection with the Company’s governance.

In light of these factors, it can besaid that there is a certain rationality with regard to the Company’s decision that
the Transactions can contribute to the medium-to long-term enhancement of thecorporate value of the Company that will become a member of the Tender Offeror,
Unison and the CHCP Group, and with regard to the process of such decision
making.

36

(b) The appropriateness of the terms and conditions of the Transactions (including theTender Offer Price)
Based upon the following, the terms and conditions of the Transactions, including
the Tender Offer Price, are considered to be appropriate.
-

The business plan, which is used as a basis for the calculation in the DCF analysis
in the Share Valuation Report (SMBC Nikko) and the Share Valuation Report(Plutus), was prepared based on the medium-term management plan formulatedby the Company in February 2019 by revising the sales and income, etc., set out
in such medium-term management plan to levels that are considered realisticallyachievable, and it can be considered that there is no particular irrationality withregard to the purpose and procedures for such preparation, or the content of thebusiness plan.

-

As it can be considered that there is no particular irrationality with regard to thecalculation methods or details of calculation in the Share Valuation Report (SMBC
Nikko), and the Share Valuation Report (SMBC Nikko) is determined to bereliable, it is considered that the Tender Offer Price exceeds the upper limit of theprice range of the valuation results calculated under the market price analysis andis within the price range of the valuation results calculated under the DCF analysis
as set out in the Share Valuation Report (SMBC Nikko) and above the median ofsuch range.

-

As it can be considered that there is no particular irrationality with regard to thecalculation methods or details of calculation in the Share Valuation Report(Plutus), and the Share Valuation Report (Plutus) is determined to be reliable, it isconsidered that the Tender Offer Price exceeds the upper limit of the price rangeof the valuation results calculated under the market price analysis and is within
the price range of the valuation results calculated under the DCF analysis as set
out in the Share Valuation Report (Plutus) and above the median of such range.

-

It is considered that the Company has obtained an opinion that the Tender Offer
Price is fair to the minority shareholders of the Company from a financial pointof view, in light of factors such as the result of the valuation of the Company
Shares based on the financial forecast prepared by the Company.

-

The premium for the Tender Offer Price can be evaluated as being at a level thatis comparable to the premiums added in determining the prices for purchase, etc.,
in prior tender offers for share certificates, etc., conducted by parties other than
the issuer for the purpose of taking the issuer private, and the Tender Offer Pricecan be evaluated as a price with a considerable premium.

(c) The fairness of procedures in respect of, among other matters, the negotiation process37leading up to the Transactions
Based upon the following, the procedures in respect of, among other matters, thenegotiation process leading up to the Transactions is considered to be fair.
(i)Efforts made for the Special Committee to function effectively
The efforts for the Special Committee to function effectively have been fully made asstated below, and it is considered that the Special Committee has functioned effectively.
-

There is a period of approximately two (2) months from the establishment of theSpecial Committee to the commencement of the Tender Offer and it can be said
that the Special Committee was established with a time allowance for the Special
Committee to function effectively.

-

No members of the Special Committee have a special interest relationship with
the Company or with the Tender Offeror, Unison or CHCP and the remuneration
paid to each member thereof is fixed.

Therefore, it is considered that eachmember thereof is also independent with respect to the relationship with theTransactions.
-

In light of the identity, specialized experience, and expertise, etc., of each memberof the Special Committee, each member thereof is suitable as a member of theSpecial Committee.

-

After timely receiving explanations from the Company on the progress and details,etc., of discussions and negotiations regarding the Transactions between the
Company, and the Tender Offeror, Unison and CHCP, the Special Committee
substantially engaged in the negotiation process with the Tender Offeror, Unison
and CHCP, by expressing opinions and giving advice on several occasions withrespect to the negotiation policies, e.g. to the effect that the Company should
request the Tender Offeror, Unison and CHCP to raise the Tender Offer Price.

-

The Special Committee received explanations from SMBC Nikko and Plutus as
the third-party valuation institutions of the Company on the valuation of theCompany Shares (including the details of the Fairness Opinion received from
Plutus), and held Q&A sessions, and thereafter such committee examined therationality of such business plan and such valuation results.

Moreover, theSpecial Committee received legal advice from Kitahama Partners, a legal advisorof the Company, on the measures to ensure fairness in the procedural aspect of theTransactions (including the meanings, roles and other matters of the Special
Committee) and on the method and process of decision-making pertaining to theTransactions by the Company’s board of directors and other points to be noted in
making decisions regarding the Transactions.
-

As the Special Committee has the authority to request directors and employees of
the Company, and other persons deemed necessary by the Special Committee to38

explain and provide necessary information by attending meetings of the Special
Committee, by providing written replies, and by other appropriate methods, theSpecial Committee obtained information necessary to submit the Report by,among other methods, making inquiries to employees of the Company in charge.
(ii) Treatment of determinations of the Special Committee by the Company’s board of
directors
With respect to the decision-making regarding the Transactions by the Company’sboard of directors, it was decided that such board of directors would make decisions
by respecting the determinations of the Special Committee, including thedeterminations of whether to support the Tender Offer, to the extent possible and if
the Special Committee determined that the terms and conditions of the Transactions
were inappropriate, the Company’s board of directors would not support theTransactions.
(iii) Obtainment of share valuation reports and a fairness opinion from independent thirdparty valuation institutions and obtainment of professional advice from independent
outside experts
It is recognized that the Company obtained the valuation of the Company Shares(including the details of the Fairness Opinion received from Plutus) from SMBC
Nikko and Plutus as the third-party valuation institutions of the Company and obtained
professional advice on the rationality of such valuation results.

In addition, it isrecognized that the Special Committee received legal advice from Kitahama Partners,
a legal advisor of the Company, on the measures to ensure fairness in the procedural
aspect of the Transactions and on the method and process of decision-making
pertaining to the Transactions by the Company’s board of directors and other points
to be noted in making decisions regarding the Transactions.
(iv) Ensuring opportunities for other purchasers to make a purchase offer (market check)
The Company has not entered into any agreement with the Tender Offeror thatwould restrict a person proposing a competing purchase from contacting the Company
in the tender offer period, such as an agreement containing transaction protection
clauses that would prohibit the Company from contacting such person proposing acompeting purchase, and the Tender Offeror has set the tender offer period for 30
business days, which is longer than the 20 business days, the shortest period requiredby law.

Based on these matters, it is considered that an indirect market check will

be conducted.
(v)

Consideration on the establishment of the majority-of-minority conditions
The Tender Offeror holds no Company Shares at the time of commencement of theTender Offer and there are no shareholders who have entered the tender agreementwith the Tender Offeror.

Therefore, there are no reasons to consider the39

establishment of the majority-of-minority conditions with respect to the Transactions.
(vi) Sufficient provision of information to general shareholders and enhancement oftransparency of process
It is considered that, through the disclosure of press releases, etc., an effort is being
made to ensure sufficient provision of information to minority shareholders and toenhance the transparency of the process.
(vii) Elimination of coercion
With respect to the squeeze-out procedures to be conducted after the Tender Offer,a scheme securing the opposing shareholders’ right to request the determination ofprice has been adopted and the consideration to be paid to the Company’s minority
shareholders is to be fixed at the same price as the Tender Offer Price.

In addition,

the squeeze-out procedures are to be conducted as soon as possible after theeffectuation of the Tender Offer.

Therefore, it can be evaluated that due

consideration has been given so that coercion will not be created.
(d) Whether or not the Transactions would be disadvantageous to the minority
shareholders of the Company in light of (a) through (c)As stated in (a) above, the Transactions contribute to the enhancement of theCompany’s corporate value and the purposes of the Transactions are considered to berational.

As stated in (b) above, the terms and conditions of the Transactions,

including the Tender Offer Price, are considered to be appropriate.

As stated in (c)above, the procedures in respect of, among other matters, the negotiation process
leading up to the Transactions are considered to be fair.

Based on the foregoing, it

is considered that the Transactions are not disadvantageous to the Company’s minority
shareholders.
d.

Unanimous Approval by All Non-interested Directors (including the Audit andSupervisory Committee Members) of the Company
The Company conducted careful discussion and examination on the terms and conditionsof the Transactions, including the Tender Offer, taking into account the Share Valuation
Report (SMBC Nikko) obtained from SMBC Nikko, the Share Valuation Report (Plutus)
and the Fairness Opinion obtained from Plutus, and the legal advice received from
Kitahama Partners, and respecting the Report submitted by the Special Committee to theextent possible.

As a result, as set out in “c. Process of and Reasons for Company’s

Decision-Making to Support Tender Offer” of “(2) Grounds and Reasons for Opinion on
Tender Offer” above, the Company believed that by utilizing the know-how and humanresource networks that Unison and the CHCP Group have accumulated in the healthcare
field, the Company expects to secure human resources such as nurses, train personnel to40

be able to provide home-visiting nursing services with higher quality, and also expand thehealthcare services in the psychiatric field by expanding into the medical field through the
CHCP Group, collaborating with hospitals which the CHCP Group operates, andcollaborating with the general home-visit nursing service field, which the CHCP Group isscheduled to enter in the future, and that accordingly the Transactions would contribute to
the solution of the Company’s business issues and the enhancement of its corporate value.
Moreover, according to the Company, after taking account of the fact that the Tender Offer
Price (a) is within the price range of the valuation results calculated under the DCF analysis
by SMBC Nikko and Plutus, as set out in “a. The Company’s Obtainment of the Share
Valuation Reports and the Fairness Opinion from Independent Third-party Valuation
Institution(s)” above, (b) is a price with a 44.58% premium on the closing price of 830 yenof the Company Shares on the First Section of the TSE on February 4, 2021, which is thebusiness day immediately preceding the date of the public announcement of theimplementation of the Tender Offer; a 43.37% premium on the simple average closing priceof 837 yen of the Company Shares for the preceding one-month period up to the same date(from January 5, 2021 to February 4, 2021); a 45.81% premium on the simple averageclosing price of 823 yen of the Company Shares for the preceding three-month period up
to the same date (from November 5, 2020 to February 4, 2021); and a 61.51% premium on
the simple average closing price of 743 yen of the Company Shares for the preceding sixmonth period up to the same date (from August 5, 2020 to February 4, 2021), and such
Tender Offer Price is not low compared to the premiums added in determining the prices
for purchase, etc., in prior tender offers for share certificates, etc., conducted by parties
other than the issuer for the purpose of taking the issuer private (the cases of taking-privatetransactions publicly announced in and after 2018) and can be evaluated as a price with aconsiderable premium; (c) reflects the fact that the measures to eliminate arbitrariness andensure fairness in the decision-making process leading to decide on the implementation of
the Tender Offer are considered to have been sufficiently taken, the Company determinedthat the Tender Offer will provide all of the shareholders of the Company with a reasonable
opportunity to sell their shares, and the board of directors of the Company resolved, withthe unanimous approval of the directors (including the audit and supervisory committee
members) of the Company, at the meeting of the board of directors held today, to express
an opinion in favor of the Tender Offer and to recommend that all of the shareholders of
the Company tender their shares in the Tender Offer.

Further, with the unanimous

approval of the directors (including the audit and supervisory committee members) of theCompany, at the said meeting, the Company did not examine the appropriateness of theStock Acquisition Rights Price, and resolved that the decision as to whether to tender their
Stock Acquisition Rights for the Tender Offer should be left to the judgment of the Stock
Acquisition Rights Holders because the Stock Acquisition Rights were issued as stock41

options to the officers and employees of the Company, and the Stock Acquisition Rights
Price is set at one (1) yen per unit of the Stock Acquisition Rights.
In addition, all of the directors of the Company have no interest in relation to theTransactions.
e.

Measures to Secure Opportunities for Others to Make Competing Offers
The Company has not entered into any agreement with the Tender Offeror that will
restrict the Company from contacting persons making competing offers during the Tender
Offer Period, including any agreement providing a deal protection clause that may forbid
the Company from contacting persons making competing offers.

According to the Tender

Offeror, it has set the Tender Offer Period at thirty (30) business days, which is longer than
the statutory minimum period of twenty (20) business days.

By setting the Tender Offer

Period for a relatively long period of time, the Tender Offeror intends to secure an
appropriate opportunity for the shareholders of the Company to make a decision as towhether to tender their shares in the Tender Offer and an opportunity for persons other than
the Tender Offeror to make competing offers with respect to the Company Shares, and,
thereby, to ensure the appropriateness of the Tender Offer Price.
4.

Matters Regarding Material Agreements Regarding Tendering of Shares in Tender Offer
between Tender Offeror and Shareholders of Company
N/A

5.

Details of Inappropriate Profits Received From Tender Offeror or its Specially Related
Parties
N/A

6.

Policy for Responses Regarding Basic Policies on Control of Company
N/A

7.

Inquiries to Tender Offeror
N/A

8.

Request for Extension of Tender Offer Period
N/A

9.

Future Prospects
Please refer to “b. Background, Purpose, and Decision-Making Process Leading to Decision
by Tender Offeror to Implement Tender Offer, and Management Policy After Tender Offer” of42

“(2) Grounds and Reasons for Opinion on Tender Offer” of “3. Details of, and Grounds andReasons for, Opinion on Tender Offer,” “(4) Possibility of Delisting and Reasons Therefor” and“(5) Policy for Organizational Restructuring, Etc. after Tender Offer (Matters Relating to Socalled “Two-step Acquisition”)” above.
10.

Others(1)

Announcement of “Summary of Financial Statements for the Fiscal Year Ended December
31, 2020 (Japanese GAAP) (Unconsolidated)”
The Company announced the “Summary of Financial Statements for the Fiscal Year Ended
December 31, 2020 (Japanese GAAP) (Unconsolidated)” on February 5, 2021.
An outline of the financial results of the Company based on such announcement is as statedbelow.

The outline below is an excerpt from the information disclosed by the Company and

the Tender Offeror has not independently verified the accuracy and truthfulness thereof.

Fordetails, please refer to the financial results disclosed by the Company.
Outline of “Summary of Financial Statements for the Fiscal Year Ended December 31,
2020 (Japanese GAAP) (Unconsolidated)” (February 5, 2021)
a.

Profit & Loss(in millions of yen)
Fiscal Period

Fiscal Year Ended December 31, 2020

Net salesb.

11,735

Operating income

769

Ordinary income

773

Net income

406

Per Share Information(in yen)Fiscal Period

Fiscal Year Ended December 31, 2020

Net income per share

31.54

Dividends per share

5.00
End

Reference: “Announcement Concerning Commencement of a Tender Offer for the Share
Certificates, Etc. of N・FIELD Co., Ltd. (Securities Code: 6077)” dated February 5, 2021 (attachedhereto)43Unless otherwise specified, all procedures relating to the Tender Offer will be conducted entirely
in Japanese. While some or all of the documentation relating to the Tender Offer will be preparedin 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 Company, a company incorporated in Japan.
The Tender Offer will be conducted in accordance with the procedures and information disclosure
standards prescribed under Japanese laws and these procedures and standards may differ from theprocedures and information disclosure 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 conform to those
procedures and standards, and thus may not be comparable to the financial statements of U.S.
companies.

The financial information contained or referred to in this notice is prepared inaccordance with accounting principles generally accepted in Japan and such accounting principles
may be considerably different from accounting principles generally accepted in the U.S. or othercountries.

It may be difficult to enforce any right or claim arising under U.S. federal securities

laws because the Tender 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 theUnited States and its directors in a non-U.S. court for violations of the U.S. securities laws.
Furthermore, there is no guarantee that shareholders will be able to compel a company outside theUnited States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S.
court.
The information provided in this notice and the documents referenced herein contains “forwardlooking statements” as defined in Section 27A of the Securities Act of 1933 (as amended) andSection 21E of the Securities Exchange Act of 1934.

Actual results may differ substantially fromthe projections or similar statements implicitly or explicitly made in the forward-looking
statements due to known or unknown risks, uncertainties or other factors.

No promises are madeby 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 forwardlooking statements in this notice and the documents referenced herein have been prepared basedon the information available to the Tender Offeror at the date of this notice and unless required bylaws, 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.
The Tender Offeror, the financial advisors of the Tender Offeror and the Company and the tender
offer agent (including their respective affiliates) may, in the ordinary course of its business, engage

44

in the purchase or any trade leading to the purchase of the common shares of the Company outside
the Tender Offer for its own or its customer’s account before commencement of, or during theperiod for purchases, etc. that is specified under, the Tender Offer, in accordance with therequirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934 (as amended) and to
the extent permitted under Japanese financial instruments transaction-related laws and regulations.
If any information regarding such purchase is disclosed in Japan, such information will also be
disclosed in English on a website of such person who has conducted such purchase (or by othermeans of disclosure).

45