[Translation]
January 27, 2023
To whom it may concern:
Name of company:

Morningstar Japan K.K.
(Code No.: 4765)(Stock exchange listing: Prime Marketof Tokyo Stock Exchange)

Representative:

Tomoya Asakura
Representative Director and President

Person responsible fordisclosure:

Kazuhisa Ogawa
Managing Executive Officer andGeneralOpinion Regarding the Tender Offer for the Shares of the Company by SBI Global
Asset Management Co., Ltd., a Wholly Owned Subsidiary of SBI Holdings, Inc.
Morningstar Japan K.K. (the “Company”) resolved at the board of directors meeting held today
to express its opinion in favor of the tender offer (the “Tender Offer”) for its common shares(the “Company Shares”) to be conducted by its parent company SBI Global AssetManagement Co., Ltd. (the “Tender Offeror”) as described below and to take a neutral position
regarding whether its shareholders tender their shares in the Tender Offer, thereby leaving thatdecision to the judgment of its shareholders.
As described in “(4) Prospects and Reasons for Delisting” in “3. Details of Opinion on theTender Offer and Grounds and Reasons Therefor,” the Tender Offer is not intended to result in
the delisting of the Company Shares and the policy is that the listing of the Company Shares on
the Prime Market (the “Prime Market”) of the Tokyo Stock Exchange, Inc. (the “TSE”) willcontinue to be maintained even after the Tender Offer.
1.

Outline of the Tender Offeror

(1)

Name

SBI Global Asset Management Co., Ltd.

(2)

Location

1-6-1, Roppongi, Minato-ku, Tokyo

1

(3)

Name and title ofrepresentative

Yoshitaka Kitao, Representative Director(4)

Description of businessSupervision and operation of asset management
services business(5)

Capital100,000,000 yen(6)

Date of incorporation

April 18, 2014

(7)

Major shareholders andshareholding ratios

SBI Holdings, Inc. (shareholding ratio: 100%)(as of today)(8)(Note)

2.

Relationship between the Company and the Tender Offeror
Capital relationship

The Tender Offeror holds 37,185,200 shares (ownership
ratio (Note): 41.47%) of the Company Shares as oftoday.

Personnel relationship

Mr. Tomoya Asakura, who is a representative director,
executive officer and president of the Company, has aposition as director of the Tender Offeror, and Mr.
Yoshitaka Kitao, who is a director of the Company, has
a position as representative director of the Tender
Offeror.

Business relationship

N/A

Status as related party

The Tender Offeror is a related party of the Company“Ownership ratio” means the percentage (rounded up or down to the nearest two
decimal places) of the difference (89,673,430 shares) of the total number of issued
shares of the Company as of December 31, 2022 (89,673,600 shares) stated in the
Q3 Financial Statement (Japanese GAAP) (consolidated) for Y.E. March 2023 filedby the Company today less the number of treasury shares held by the Company asof January 27, 2023 (170 shares); the same applies below.
Price of tender offer
439 yen per Company Share (the “Tender Offer Price”)

3.

Details of Opinion on the Tender Offer and Grounds and Reasons Therefor(1)

Details of the Opinion on the Tender Offer

The Company resolved at the Company’s board of directors meeting held today to express its
opinion in favor of the Tender Offer by the Tender Offeror and to take a neutral position
regarding whether its shareholders tender shares in the Tender Offer, thereby leaving that2

decision to the judgment of its shareholders based on the grounds and reasons as set out in “(2)Grounds and Reasons for the Opinion on the Tender Offer” below.
(2)

Grounds and Reasons for the Opinion on the Tender Offer(A) Outline of the Tender Offer
The following is an outline of the Tender Offer as explained by the Tender Offeror to
the Company.
The Tender Offeror is a wholly-owned subsidiary of which 100% of the voting rights
are held by SBI Holdings, Inc. (“SBIHD”), whose shares are listed on the Prime
Market as of today. As of today, the Tender Offeror holds 37,185,200 shares(ownership ratio: 41.47%) of the Company Shares listed on the Prime Market, andthe Company is a consolidated subsidiary of the Tender Offeror. SBIHD does notdirectly hold any Company Shares as of today.
The Tender Offeror has decided to implement the Tender Offer today for the purposeof acquiring part (10,000,000 shares; ownership ratio: 11.15%) of the Company Shares
held by Morningstar, Inc. (“Morningstar, Inc.”) (19,846,300 shares), which wasestablished under the laws of Illinois, U.S.A. and is the second largest shareholder of
the Company.
Upon implementing the Tender Offer, the Tender Offeror has entered into the Tender
Offer Agreement today (the “Tender Agreement”) with Morningstar, Inc., andMorningstar, Inc. agreed to tender part (10,000,000 shares; ownership ratio: 11.15%)
of its Company Shares (19,846,300 shares) (the “Shares Agreed to be Tendered”) in
the Tender Offer. Please refer to “4. Details of Material Agreements Between theTender Offeror and the Shareholders of the Company Concerning Tendering Shares”
below for the outline of the Tender Agreement.
The purpose of the Tender Offer is to acquire only the Shares Agreed to be Tendered
as stated below, and it is not intended to result in the delisting of the Company Sharesas set out in “(4) Prospects and Reasons for Delisting” below. The Tender Offeror’s
policy is to maintain the listing of the Company Shares after the completion of theTender Offer, and the listing of the Company Shares will in principle continue to be
maintained even after the Tender Offer.
The Tender Offer will be implemented based on the expectation that Morningstar, Inc.
will tender the Shares Agreed to be Tendered under the Tender Agreement. The pricefor purchase, etc. per Company Share offered in the Tender Offer will represent a
discount on the closing price of the Company Shares in the Prime Market as of the day
before the announcement date of the Tender Offer, and it is contemplated that only the
Shares Agreed to be Tendered will be tendered. Because the Tender Offeror holds
37,185,200 Company Shares (ownership ratio: 41.47%) as of today, and the ownership
ratio of share certificates, etc. after the completion of the Tender Offer will exceed one
third, the Tender Offeror is required to use the method of a tender offer specified bylaws and regulations pursuant to Article 27-2, Paragraph 1, Item (2) of the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “FIEA”) toacquire the Shares Agreed to be Tendered. Therefore, the Tender Offeror willconduct the Tender Offer and provide the shareholders of the Company other thanMorningstar, Inc. with an equal opportunity to sell their shares.
The purpose of the Tender Offer, is to acquire only the Shares Agreed to be Tendered.
Therefore, the minimum number of shares to be purchased has been set at 10,000,000
3

shares (ownership ratio: 11.15%), which is the same as the number of the Shares
Agreed to be Tendered. Therefore, if the total number of the Company Sharestendered in response to the Tender Offer (the “Tendered Share Certificates, Etc.”) is
less than the minimum number of shares to be purchased, the Tender Offeror will notpurchase any of the Tendered Share Certificates, Etc. In addition, the maximum
number of shares to be purchased in the Tender Offer has been set at 10,000,000 shares(ownership ratio:11.15%), which is the same as the number of the Shares Agreed to be
Tendered. Therefore, if the total number of the Tendered Share Certificates, Etc.
exceeds the maximum number of shares to be purchased, the Tender Offeror will notpurchase the excess Company Shares. Instead, the Tender Offeror shall acquire sharecertificates, etc. and effect other settlement procedures for their purchase, etc. using
the pro rata method specified in Article 27-13, Paragraph 5 of the FIEA and Article 32of the Cabinet Ordinance.
(B)

Background, Purpose, and Decision-Making Process with respect to the Tender
Offeror Conducting the Tender Offer, and Management Policy After the Tender Offer
The Company received the following explanations from the Tender Offeror on the
background, purpose and decision-making process with respect to the Tender Offeror
deciding to conduct the Tender Offer, and the management policy after the Tender
Offer.
(i)

Purpose and Background of the Tender Offer

SBIHD, the wholly-owning parent company of the Tender Offeror, was established inJuly 1999 as SoftBank Investment Corporation, a subsidiary of SoftBank FinanceCorporation (currently SoftBank Corp.), to engage in venture capital business. Its
shares were listed on the NASDAQ Japan Market of the Osaka Securities Exchange
in December 2000 and listed on the First Section of the TSE in February 2002
(transitioned to the Prime Market in April 2022). In June 2003, as a result of themerger with E*TRADE Co., Ltd., SoftBank Investment Corporation made E*TRADE
SECURITIES Co., Ltd. (currently SBI SECURITIES Co., Ltd.) its subsidiary. In
July 2005, SoftBank Investment Corporation changed its trade name to SBI Holdings,
Inc. and spun off and transferred its fund management business and other businesses
to SBI VENTURES K.K., whose trade name was changed to SoftBank Investment
Corporation (currently SBI Investment Co., Ltd.). The capital relationship with
SoftBank Corp. was dissolved in August 2006, and there is no relationship at present.
The corporate group consisting of 538 consolidated subsidiaries including the Tender
Offeror and 62 equity method affiliates of SBIHD (as of September 30, 2020; the “SBIGroup”) mainly conducts the “Financial Services Business” where it focuses on
securities business, banking business and insurance business, the “Asset Management
Business” where it provides investment management and investment advice, including,but not limited to, establishment, offering and management of investment trusts, the“Investment Business” where it focuses on private equity business in which it operates
venture capital funds, etc., the “Crypto-asset Business” where it operates crypto-asset
exchange business, etc., and the “Non-financial Business” where it engages in thebiotechnology, healthcare & medical informatics business including the development
and sale of pharmaceuticals, health food products and cosmetics, the digitalization of
medical information, and the utilization of medical big data, the WEB 3-related
business such as provision of an NFT (Non-Fungible Token) trading platform based4

on blockchain technology and traceability services, and the business of exporting usedcars to African countries and providing services related thereto.
The Tender Offeror was established in April 2014 as ER THREE Co., Ltd., part of the
SBI Group, and after changing its trade name to the current trade name in November
2015, the Tender Offeror, as an intermediary holding company of the asset
management services business of the SBI Group, held the Company Shares and theshares of SBI Bond Investment Management Co., Ltd. and other companies that
conduct the investment management business. The Tender Offeror consolidated thecompanies conducting the investment management business under the control of theCompany as the Company’s subsidiaries, and otherwise reorganized the SBI Group in
December 2019. The Tender Offeror currently holds only the Company Shares andconducts business support and business management for the Company in relation torisk management and compliance and other internal control according to its
circumstances or business conditions. As of today, the Tender Offeror holds
37,185,200 Company Shares (ownership ratio: 41.47%).
The Company was established in March 1998 as a joint venture company between
SBIHD (SoftBank Corp. at that time) and Morningstar, Inc. for the purpose of bridging
the digital divide between financial institutions and individual investors by utilizing
internet and “providing rich and neutral information based on a neutral and objective
standpoint and helping investors build their wealth.”
At present, the Company engages in the following two businesses: the asset
management business, where it provides investment management and investment
advice, including, but not limited to, establishment, offering and management ofinvestment trusts, pursuant to the laws, and the financial services business, where it
mainly compares, analyzes and evaluates, and provides to customers general asset
management information, and provides consulting and other services.
The outline of the business of the Company and its subsidiaries (collectively, the“Company Group”) as of the date hereof is as described in the following diagram.

5

Financial services business

Morningstar Japan K.K.

Investment trust information, foreign financial information, advertising, and seminars(Merged with SBI Asset Management Group Co., Ltd. on October 1, 2022)

100%

87.5%

E-Advisor Co., Ltd.
Investment advice forindividuals, bondevaluation information,and corporate
information

Stock Newspaper
Stock information

Searchina

China and Asia financial
information

Asset management business

SBI Asset
Management Co.,Ltd.

Shinsei
Investment
Management
Co., Ltd.

Formation andmanagement of publicly
offered and privately
offered investment trusts
Stock fund and bondfundManagement ofinvestment trusts, etc. formanagement of own
funds of regional
financial institutions

Multi-asset fund

100%

100%

Morningstar
AssetManagement
Co., Ltd.

Investment advice
for financial
institutions and401K advisory
service

100%

CarretHoldings, Inc.
(Carret holding
company)

100%

Carret AssetManagement
LLC

Formation andManagement ofprivately offeredinvestment trustsin U.S.
Mainly bond fund100%

SBI Alternative AssetManagement Co., Ltd.

Invest management business for qualified
investors
100%

SBI Alternative Fund LLC

Investment and acceptance of entrustment
of investment under the tokumei kumiai
agreement with investors

Shinsei Investment Management Co., Ltd.
became a subsidiary on October 3, 2022.

Morningstar, Inc. is a leader in the field of independent investment research in North
America, Europe, Australia and Asia. The Company executed with Morningstar, Inc.
a licensing agreement (the “License Agreement”) regarding the use of the trade nameand related assets (the “Licensed Items”) held by Morningstar, Inc. on April 8, 1998,
and obtained a license to use the Licensed Items. However, now, 24 years after its
incorporation, the Company has shifted its main business away from the financial
services business that mainly uses the Licensed Items to the asset managementbusiness in which the Company does not use the Licensed Items, except for the use of“Morningstar” for names of certain funds managed by SBI Asset Management Co.,
Ltd., which is a consolidated subsidiary of the Company. The asset managementbusiness represents 70% or more of the consolidated net sales and consolidated
operating profit for the fiscal year ended March 2022 of the Company. In addition,
the main service provided by the financial services business is to provide financial data
through applications and tools developed by the Company, and the substantial details
6

of the valuation and analysis relating to the financial products provided by theCompany under the name of “Morningstar Category” or “Star Rating” are now basedon the Company’s own know-how or data. Thus, the Licensed Items are now lessimportant for the business of the Company than they were around 1998, when the
License Agreement was initially executed.
Under those circumstances, the Company and Morningstar, Inc. commenced
discussions about the treatment of the License Agreement in late 2021, and reached ageneral agreement in early November 2022 that the Company will cease to use the“Morningstar” brand and the Licensed Items by terminating the License Agreement
while continuing to conduct the financial services business.
In addition, in light of the fact that the Company has worked to increase the value ofthe “Morningstar” brand in Japan over approximately 25 years since its incorporation
and believes that the “Morningstar” brand is widely recognized by investors, financial
institutions, media and others in Japan today, and Morningstar, Inc. respects the brandpower of the “Morningstar” brand in Japan, the Company and Morningstar, Inc.
agreed that Morningstar, Inc. will pay 8 billion yen to the Company as consideration
for the return of “Morningstar” brand by the Company to Morningstar, Inc.
Upon the discussions and agreement described above, the Company determined thatthe termination of the License Agreement and the receipt of the associatedconsideration are expected to contribute to the enhancement of corporate value giventhat (i) even if Morningstar, Inc. enters the asset management business or financial
services business in which the Company operates, the effect of the termination of theLicense Agreement on the business of the Company will be limited because thecompetitive relationship is not expected to be fierce due to reasons including the scaleof the asset management market and the financial services know-how held by theCompany, (ii) retained earnings will significantly increase as a result of recording theconsideration of 8 billion yen as earnings, and it is possible to finance dividends forshareholders, new investments, and other spending, and (iii) further growth is expectedfrom a collaboration with Morningstar, Inc. where the Company and Morningstar, Inc.
independently conduct their respective business and maintain and strengthen thecooperative relationship between them (for the termination of the License Agreement,
please refer to “Notice of Return of ‘Morningstar’ Brand and Receipt of Considerationof 8 Billion Yen Upon Termination of License Agreement with Morningstar, Inc., andRecord of Special Profits” released by the Company today).
Upon the discussions and agreement described above, Morningstar, Inc. determinedthat the termination of the License Agreement is an opportunity to seek growth
opportunities to further develop services relating to global and independent research,ratings, data, software, indexes and other matters and asset management services bytaking advantage of the “Morningstar” brand’s power through Ibbotson Associates
Japan, Inc., which is its subsidiary in the Japanese market. After the termination of
the License Agreement, the two parties will continue the favorable relationshipbetween them to develop their brands.
While negotiating the above agreement, the Company was informed by Morningstar,
Inc. in early November 2022 that Morningstar, Inc. intended to sell part of theCompany Shares (19,846,300 shares) that it held in order to apply the sales proceeds
to the financing of that payment.

7Upon receiving that proposal, taking into account that (i) if Morningstar, Inc. were tosell part of its Company Shares (19,846,300 shares) in the market, there is a possibility
that such sale may affect the stock price, and (ii) while the Company is a consolidated
subsidiary of SBIHD based on the substantial control in accordance with theInternational Financial Reporting Standards (IFRS), it is considered that further
strengthening their relationship and stably developing the cooperative relationship bycausing the Tender Offeror to hold a majority of the voting rights in terms of capital
may more closely promote the acquisition and business collaboration of domestic andforeign asset management companies with respect to the asset management businessand deepen the collaboration with the SBI Group and domestic and foreign venturecompanies with next-generation technologies in which the SBI Group invests withrespect to the financial services business, and otherwise contribute to the maintenanceor enhancement of the Company’s corporate value, the Company approached theTender Offeror as to whether the Tender Offeror might acquire the Company Shares tobe sold by Morningstar, Inc. in the Tender Offer on November 7, 2022.
The Tender Offeror decided to accept the proposal of the Company as described above
after comprehensively considering the following matters:(i)

If Morningstar, Inc. were to sell part of its Company Shares (19,846,300
shares) in the market, there is a possibility that such sale may adversely affectthe stock price.

(ii)

While SBIHD, the wholly-owning parent company of the Tender Offeror
includes the Company in the scope of its consolidated accounts based on thesubstantive ownership standard in light of the ratio of past voting by theCompany’s shareholders in accordance with the International Financial
Reporting Standards (IFRS), the Company may definitively include theCompany in the scope of its consolidated accounts by acquiring a majority of
the Company Shares through the Tender Offer, irrespective of the ratio ofvoting by the Company’s shareholders.

(iii)

The relationship with the Company will become closer by increasing theshareholding ratio of the Tender Offeror in the Company thorough the Tender
Offer, and it is expected that business synergies will be created including
leveraging of the asset management know-how of the Company in thestrategy of the SBI Group.

(iv)

The effect of the termination of the License Agreement on the asset
management business and the financial services business of the Company is
expected to be limited because the asset management business is mainly
conducted under the name of SBI Asset Management Co., Ltd. or Shinsei
Investment Management Co., Ltd., and the impact of the License Agreement
is small, and because although the trade name, etc. of the financial services
business that mainly uses the Licensed Items will be changed upon thetermination of the License Agreement, the nature of the services will not bechanged.

The Tender Offeror notified the Company that it would be able to examine the proposal
described above on November 8, 2022, and retained Mori Hamada & Matsumoto as
its legal adviser on November 28, 2022, and retained Daiwa Securities Co., Ltd. as its
financial adviser and tender offer agent and Daiwa Institute of Research Ltd. as its
financial adviser and third-party appraiser on December 8, 2022. On December 21,
82022, the Tender Offeror accompanied by Daiwa Securities Co., Ltd. and Daiwa
Institute of Research Ltd. had discussions with Morningstar, Inc. about the expected
outline of the Tender Offer such as (i) the setting of a tender offer price at a discountto the market price in light of the fact that while the maximum number of shares to bepurchased in the Tender Offer is the same as the number of the Shares Agreed to be
Tendered, it is desirable to minimize the number of shareholders of the Company otherthan Morningstar, Inc. that will tender their shares in the Tender Offer so that all of the
Shares Agreed to be Tendered will be purchased from Morningstar, Inc. to the extent
possible,, and (ii) the number of shares to be purchased being approximately
10,000,000 shares (ownership ratio: 11.15%) in line with the intention of Morningstar,
Inc. in light of the possibility that a certain number of shares other than the Shares
Agreed to be Tendered may be tendered, taking into account the amount of funds
expected to be raised by Morningstar, Inc. The Tender Offeror and Morningstar, Inc.
agreed on December 28, 2022 that the Tender Offeror would implement the Tender
Offer with the Tender Offer Price, which represents a 5% discount on the closing priceof the Company Shares in the Prime Market as of the day before the announcement
date of the Tender Offer, and executed the Tender Agreement on January 27, 2023.
Also, the Tender Offeror decided at its board of directors meeting held on December
28, 2022 to implement the Tender Offer and acquire the Company Shares. Note that
because Mr. Tomoya Asakura, who is a director of the Tender Offeror, has a position
as representative director, executive officer and president of the Company, and Mr.
Yoshitaka Kitao, who is a representative director of the Tender Offeror, has a position
as director of the Company, they were not involved in the decision-making regarding
the Tender Offer on the side of the Tender Offeror.
(ii)Management Policy After the Tender Offer

The Tender Offer is not intended to result in the delisting of the Company Shares, andthe Tender Offeror has a policy to maintain the listing of the Company Shares after the
successful completion of the Tender Offer. Therefore, while the continued listing
criteria are not expected to be violated as a result of the Tender Offer, if the Company
Shares do violate the continued listing criteria, the Company will consult with theTender Offeror and take the most appropriate measures to maintain the listing of theCompany Shares during the grace period before the delisting as stated in “(4) Prospects
and Reasons for Delisting” below.
However, the specific nature, details of
implementation, and terms and conditions of the measures described above have notbeen determined in any specific manner at present. The Tender Offeror will notchange the position of the Company as a core asset management business subsidiaryin the SBIHD group as a listed subsidiary that is independent from SBIHD to a certain
extent after the end of the Tender Offer, and will continue to ensure the independenceof the Company as a listed company and maintain the current state of the management
system of the Company. In addition, out of the Company’s directors, Ms. Bevin
Desmond, who has a position in Morningstar, Inc., will resign from Morningstar, Inc.
at the end of January 2023, and will also resign as director of the Company at anundetermined future date. Other than that, no matters have been determined as to thechange in the officers of the Company as of the date hereof, and no discussions havebeen performed with Morningstar, Inc. about the transfer of directors after the Tender
Offer.
In addition, the Tender Offeror contemplates that the Target Company will continue tomaintain a favorable business relationship with Morningstar, Inc. after the Tender Offer.
9

The Company will, upon the termination of the License Agreement, cease to use theLicensed Items in the business before March 30, 2023, and submit a proposal to amend
the Articles of Incorporation that will change its trade name from Morningstar Japan
K.K. to SBI GLOBAL ASSET MANAGEMENT Co., Ltd. at the extraordinary general
meeting of shareholders to be held on March 29, 2023 (for the details, please refer to“Notice of Extraordinary General Meeting of Shareholders and Establishment ofRecord Date for Convening the Extraordinary General Meeting of Shareholders, andPartial Amendment of Articles of Incorporation and Change in Trade Name” releasedby the Company on January 27, 2023). Upon the termination of the License
Agreement, the Company will also reorganize the group (for details, please refer to“Notice of Company Split to a Subsidiary, Merger between Subsidiaries, and Change
in Trade Names of the Subsidiaries, and Transition to Holding Company Structure”
released by the Company today), and the financial services business of the Company
will be transferred to Morningstar Asset Management Co., Ltd. by company split
effective March 30, 2023, and after April 2023, Wealth Advisor Co., Ltd. (it is expected
to change the trade name from Morningstar Asset Management Co., Ltd. to Wealth
Advisor Co., Ltd. after the absorption-type merger (effective March 30, 2023) in which
E-Advisor Co., Ltd. is the disappearing company and Morningstar Asset Management
Co., Ltd. is the surviving company) will analyze and evaluate the financial products
and conduct the financial services business under the trade name of Wealth Advisor.
The domestic asset management business of the Company will be integrated into SBIAsset Management Co., Ltd. (“SBI Asset Management”) to expand and streamline
profits (for details, please refer to “Notice of Merger between the Subsidiaries of SBI
Asset Management Co., Ltd. and Shinsei Investment Management Co., Ltd.” releasedby the Company on January 27, 2023). The outline of the Company Group after thegroup reorganization described above is as described in the following diagram.

10

SBI Global Asset Management Co., Ltd.
(Holding company)
A proposal of trade name change will be submitted at the extraordinary general meeting of shareholders to beheld on March 29,2023 and comes into effect on March 30, 2023.

Financial services business

90.2%

100%

Wealth Advisor Co., Ltd.

Investment advice for individuals, bondevaluation information, and corporate
information
Investment trust information, foreign financial
information, advertising, and seminars

Stock Newspaper

SBI Asset Management Co., Ltd.

Formation and management of publicly offeredand privately offered investment trusts
Stock fund and bond fundManagement of investment trusts, etc. formanagement of own funds of regional financial
institutions
Multi-asset fundStock information
Investment advice for financial institutions
and 401K advisory service

Searchina

China and Asia financial information(Schedule)
The financial services business will betransferred to Morningstar AssetManagement Co., Ltd. by company split
effective March 30, 2023.
Morningstar Asset Management Co., Ltd
and E-Advisor Co., Ltd. will be merged.
The trade name of Morningstar AssetManagement Co., Ltd. will be changed to
Wealth Adviser Co., Ltd.

Asset management business

100%

CarretHoldings, Inc.
(Carret holding
company)

100%

100%

SBI Alternative AssetManagement Co., Ltd.

Invest management business for qualified
investors

100%

SBI Alternative Fund LLC

Carret AssetManagement
LLC

Formation andManagement ofprivately offeredinvestment trustsin U.S.
Mainly bond fundInvestment and acceptance of entrustment
of investment under the tokumei kumiai
agreement with investors(Schedule)
SBI Asset Management Co.,
Ltd. and Shinsei Investment
Management Co., Ltd. will bemerged on April 1, 2023

The Tender Offeror received explanations from the Company regarding, and approved
after determining to respect the Company’s business decision, the measures to be taken
upon the termination of the License Agreement as described above in mid-January
2023. Also, concurrent with the change in the Company’s trade name, the Tender
Offeror will change its trade name from SBI GLOBAL ASSET MANAGEMENT Co.,
Ltd. to SBI Asset Management Group Co., Ltd.
(C)

Process of and Reasons for the Decision to Support the Tender Offer by the Company
As stated in “(i) Purpose and Background of the Tender Offer” in “(B) Background,Purpose, and Decision-Making Process with respect to the Tender Offeror Conducting
the Tender Offer, and Management Policy After the Tender Offer” above, the Company
and Morningstar, Inc. commenced discussions about the treatment of the License
Agreement in late 2021, and reached a general agreement in early November 2022 that
the Company will cease to use the “Morningstar” brand and the Licensed Items by11terminating the License Agreement while continuing to conduct the financial services
business. In addition, in light of the fact that the Company has endeavored to increase
the value of the “Morningstar” brand in Japan over approximately 25 years since its
incorporation and believes that the “Morningstar” brand is widely recognized byinvestors, financial institutions, media and other persons in Japan today, andMorningstar, Inc. respects the brand power of the “Morningstar” brand in Japan, theCompany and Morningstar, Inc agreed that Morningstar, Inc. will pay 8 billion yen to
the Company as consideration for the return of “Morningstar” brand by the Company
to Morningstar, Inc. Then, upon the above agreement, the Company was informed
by Morningstar, Inc. that Morningstar, Inc. intended to sell part of the Company Sharesthat it held in order to apply the sales proceeds to the financing of that payment. The
Company approached the Tender Offeror as to whether the Tender Offeror might
acquire the Company Shares to be sold by Morningstar, Inc. in the Tender Offer, andcontinued discussions and examinations.
As a result, as described “(i) Purpose and Background of the Tender Offer” in “(B)Background, Purpose, and Decision-Making Process with respect to the Tender
Offeror Conducting the Tender Offer, and Management Policy After the Tender Offer”
above, while the Company determined that the termination of the License Agreement
and the receipt of the associated consideration are expected to enhance corporate value
given that, even if Morningstar, Inc. enters the asset management business or financial
services business in which the Company operates, the effect of the termination of theLicense Agreement on the business of the Company will be limited because thecompetitive relationship is not expected to be fierce due to reasons including the scaleof the asset management market and the financial services know-how held by theCompany, and further growth is expected from a collaboration with Morningstar, Inc.
where the Company and Morningstar, Inc. independently conduct their respective
business and maintain and strengthen the cooperative relationship between them, theCompany determined that it is reasonable to express its opinion in favor of the Tender
Offer because the Company received explanations from Morningstar, Inc. that
Morningstar, Inc. will sell the Company Shares so that Morningstar, Inc. may raisepart of the funds necessary for the payment of such consideration and a closer
relationship between the Company and the Tender Offeror is expected to createbusiness synergies. In addition, the Company determined that it is reasonable to takea neutral position regarding whether its shareholders tender shares in the Tender Offer,
thereby leaving that decision to the judgment of its shareholders in light of the fact that(i) it is sufficiently reasonable to assume that the shareholders of the Company will
choose an option to maintain the ownership of the Company Shares even after theTender Offer because while the termination of the License Agreement and theimplementation of the Tender Offer will contribute to the enhancement of the corporate
value of the Company, and the Tender Offeror has already held 37,185,200 shares ofcommon stock in the Company (ownership ratio: 41.47 %) and made the Company its
consolidated subsidiary, the listing of the Company Shares will continue to be
maintained even after the Tender Offer since the maximum number of shares to bepurchased in the Tender Offer is only 10,000,000 shares (ownership ratio: 11.15 %),the ownership ratio of the Company Shares that the Tender Offeror will hold after theTender Offer remains 52.62%, and the status of the Company in the SBI Group is notexpected to change materially, and (ii) the Tender Offer Price represents a discount on
the closing price of the Company Shares in the Prime Market as of the day before theannouncement date of the Tender Offer.
12Based on that judgment, at the Company’s board of directors meeting held today,
which was attended by all seven directors of the Company with the exception of Mr.
Tomoya Asakura, Mr. Yoshitaka Kitao and Ms. Bevin Desmond (Mr. Motonari
Ohtsuru, Mr. Billy Wade Wilder, Mr. Kotaro Yamazawa, and Mr. Akihiro Horie), theboard expressed an opinion in favor of the Tender Offer and resolved to take a neutral
position regarding whether the shareholders tender shares in the Tender Offer, thereby
leaving that decision to the judgment of its shareholders. Note that Mr. Tomoya
Asakura, who is a representative director, executive officer and president of theCompany, has a position as director of the Tender Offeror, Mr. Yoshitaka Kitao, who
is a director of the Company, has a position as representative director of the Tender
Offeror, and Ms. Bevin Desmond, who is a director of the Company, has a position as
officer of Morningstar, Inc. In order to eliminate arbitrariness in decision-making
regarding the Tender Offer, ensure the fairness, transparency, and objectivity of thedecision-making process of the Company and avoid conflicts of interest, Mr. Tomoya
Asakura, Mr. Yoshitaka Kitao and Ms. Bevin Desmond did not participate indeliberations and resolutions on the Tender Offer at the board of directors meetings of
the Company or participate in the discussions and negotiations with the Tender Offeror
on the side of the Company.
Out of three statutory auditors of the Company, all of the disinterested statutory
auditors attended the board of directors described above, and unanimously expressed
the opinion that they had no objection to the resolution described above. For thedetails of that resolution of the Company’s board of directors, please refer to “(C)Consent of All Disinterested Directors of the Company and Opinion of All Statutory
Auditors that They Had No Objection at the Company” in “(6) Measures to Ensure
Fairness of the Tender Offer and Measures to Avoid Conflicts of Interest” below. In
addition, the Company executed with Morningstar, Inc. an agreement regarding thetermination of the License Agreement today.
(3)

Matters relating to Valuation
The Company did not obtain a share price valuation report when expressing an opinion
on the Tender Offer, given that the Tender Offer Price is the price determined andagreed on between the Tender Offeror and Morningstar, Inc., the purpose of the Tender
Offer is only to acquire the Shares Agreed to be Tendered from Morningstar, Inc., themaximum number of shares to be purchased in the Tender Offer has been set and thelisting of the Company Shares is to be maintained after the Tender Offer, the Tender
Offer Price represents a discount on the closing price of the Company Shares in thePrime Market as of the day before the announcement date of the Tender Offer, and theCompany has taken a neutral position regarding whether or not to tender shares in theTender Offer, because it is not expected that shareholders other than Morningstar, Inc.
will tender their shares.

(4)

Prospects and Reasons for Delisting
The Company has the Company Shares listed on the Prime Market of the TSE as oftoday. The purpose of the Tender Offer is to acquire the Shares Agreed to be
Tendered from Morningstar, Inc., and the Tender Offeror has set a maximum numberof shares to be purchased of 10,000,000 shares (ownership ratio: 11.15%), which is thesame as the number of the Shares Agreed to be Tendered, and intends to maintain the13

listing of the Company Shares after the Tender Offer. If only the Shares Agreed to
be Tendered held by Morningstar, Inc. are tendered in the Tender Offer, the number of
distributed shares will not be changed and the continued listing criteria will not be
violated. While the tender offer price represents a discount on the market price of theCompany Shares, if a reasonable number of shareholders who are minority
shareholders of the Company other than Morningstar, Inc. tender their shares in theTender Offer (as the ratio of distributed shares is 35.19% as of September 30, 2022
and the ratio of distributed shares in accordance with the continued listing criteria of
the Prime Market is 35.00%, meaning shares equivalent to 0.19% (168,170 shares) of
the ratio of distributed shares), resulting in an decrease in the number of distributed
shares, and the continued listing criteria of the TSE are not met as of March 31, 2023
as a result of the Tender Offer, the Company will be subject to transitional measures,and if it fails to meet the continued listing criteria applied as transitional measures
within one year from the time when it fails to meet the continued listing criteria inprinciple, the Company Shares will be delisted. The Company has determined that it
will be necessary to maintain the listing from the perspective of the continuous growthand mid-to-long-term corporate value enhancement, and even if the Company issubject to the transitional measures as described above, the Company will take themost appropriate measures to maintain the listing of the Company Shares upon
consultation with the Tender Offeror. However, the specific nature, details of
implementation, and terms and conditions of the measures described above have notbeen determined in any specific manner at present.
(5)

Expected Acquisition of Share Certificates, Etc. after the completion of the Tender
Offer
The purpose of the Tender Offer is to acquire the Shares Agreed to be Tendered from
Morningstar, Inc., and it is not intend to result in the delisting of the Company Shares.
Therefore, as of today, the Tender Offeror will not additionally acquire the Company
Shares after the completion of the Tender Offer. In addition, if the total number ofTendered Share Certificates, Etc. exceeds the maximum number of the Share
Certificates, Etc. to be purchased (10,000,000 shares), and if the Tender Offeror is notable to acquire all of the Shares Agreed to be Tendered from Morningstar, Inc., theTender Offeror will not additionally acquire the Company Shares from Morningstar,
Inc.after the completion of the Tender Offer as of today.

(6)

Measures to Ensure Fairness of the Tender Offer and Measures to Avoid Conflicts ofInterest
In order to eliminate arbitrariness in decision-making regarding the Tender Offer, ensure
the fairness, transparency, and objectivity of the decision-making process of theCompany and avoid conflicts of interest—and in light of the fact that as of the datehereof, the Company is a consolidated subsidiary of the Tender Offeror and the Tender
Offer constitutes a material transaction with a controlling shareholder, and that out ofseven directors of the Company, Mr. Tomoya Asakura and Mr. Yoshitaka Kitao
concurrently serve as directors of the Tender Offeror and Ms. Bevin Desmondconcurrently serves as officer of Morningstar, Inc.—the Tender Offeror and theCompany implemented the following measures.
14

Among the statements below, matters relating to the measures implemented by theCompany are based on the explanations given by the Company.
(A)

Obtainment by the Tender Offeror of a share price valuation report from an
independent third-party appraiser.
According to the Tender Offeror, in deciding the Tender Offer Price, theTender Offeror requested that DIR, which is its financial advisor, evaluate theshare value of the Company Shares as a third-party appraiser independent
from the Tender Offeror and the Company. DIR is not a party affiliated with
the Tender Offeror or the Company and does not have a material interest in
the Tender Offer. After considering which of several share value calculation
methods should be used to calculate the share value of the Company Shares,
DIR calculated the share value of the Company Shares using the following
valuation methods: (i) market price method, as the Company Shares are listedon the Prime Market and there is a market price; and (ii) the DCF method, toreflect future business activities in the valuation. The Tender Offeror
obtained a share price valuation report (the “Share Price Valuation Report”)
regarding the Company Shares from DIR on January 26, 2023. Since theTender Offer is to be conducted at a discount on the market price, withbasically no expectation of tendering by general shareholders, and there isrelatively little room for fairness issues compared to ordinary tender offers,
the Tender Offeror did not obtain an opinion letter regarding the fairness of
the Tender Offer Price (a fairness opinion) from DIR.
According to the Share Price Valuation Report, the calculation methods used
and the range of share values per Company Share obtained from such methods
are as follows.
Market price method: From 456 yen to 467 yen
DCF method: From 404 yen to 525 yen
According to the Tender Offeror, the range of share values per Company
Share obtained from the market price method is 456 yen to 467 yen, which is
calculated by using January 26, 2023 as the record date for calculation, basedon 458 yen, the simple average closing price over the preceding one-month
period (from December 27, 2022 to January 26, 2023) quoted on the Prime
Market as of the record date, 456 yen, the simple average closing price overthe preceding three-month period (from October 27, 2022 to January 26,2023), and 467 yen, the simple average closing price over the preceding sixmonth period (from July 27, 2022 to January 26, 2023).
According to the Tender Offeror, the range of share values per Company
Share obtained from the DCF method is 404 yen to 525 yen, which is derived
by calculating the Company’s share value by discounting to the present value,
at a certain discount rate, the free cash flow that the Company is expected togenerate in and after the third quarter of the fiscal year ending March 2023
based on the Company’s future revenue forecast prepared based on various
factors such as the trends of latest performance of the Company, publicly
released information and results of interviews performed with the Company
regarding the mid-to-long-term business objectives.
The financial
projections made by DIR based on the DCF analysis do not include any fiscal
years in which a significant increase or decrease in profit is expected.
15

The Tender Offer Price of 439 yen represents (i) a discount of 4.98% (rounded
to two decimal points; the same applies for calculations of discount rates (%)
on the share prices below) on 462 yen, the closing price of the Company
Shares on the Prime Market as of January 26, 2023, which is the business day
before the announcement date of the Tender Offer, (ii) a discount of 4.15 %(rounded to two decimal points; the same applies for each calculation of thesimple average closing stock prices below) on 458 yen, the simple averageclosing price for the one-month period prior to January 26, 2023, (iii) a
premium of 3.73% on 456 yen, the simple average closing price for the threemonth period prior to January 26, 2023, and (iv) a premium of 6.0% on 467
yen, the simple average closing price for the six-month period prior to January
26, 2023.
(B)

Advice to the Company received by the Company from an independent law
firm.
In order to ensure the transparency and reasonableness of the decision-making
process regarding the Tender Offer, the Company appointed Shin Saiwai Law
Office as a legal advisor independent from the Company, SBIHD, and theTender Offeror and received necessary legal advice from that law firm on
methods of decision-making of the board of directors of the Company
regarding the Tender Offer, its decision-making process, and other matters to
be noted.

(C)

Consent of all disinterested directors of the Company and opinion of all
statutory auditors that they had no objection at the Company.
The Company’s board of directors meeting held today, which was attended
by all seven directors of the Company with the exception of Mr. Tomoya
Asakura, Mr. Yoshitaka Kitao and Ms. Bevin Desmond (Mr. Motonari
Ohtsuru, Mr. Billy Wade Wilder, Mr. Kotaro Yamazawa, and Mr. Akihiro
Horie), the board expressed an opinion in favor of the Tender Offer based on
the grounds and reasons set out in “(C) Process of and Reasons for theDecision to Support the Tender Offer by the Company” in “(2) Grounds andReasons for the Opinion on the Tender Offer” above with the unanimous
approval of all directors present. Note that Mr. Tomoya Asakura, who is a
representative director, executive officer and president of the Company, has aposition as director of the Tender Offeror, Mr. Yoshitaka Kitao, who is adirector of the Company, has a position as representative director of theTender Offeror, and Ms. Bevin Desmond, who is a director of the Company,
has a position as an officer of Morningstar, Inc. In order to eliminate
arbitrariness in decision-making regarding the Tender Offer, ensure thefairness, transparency, and objectivity of the decision-making process of theCompany and avoid conflicts of interest, Mr. Tomoya Asakura, Mr. Yoshitaka
Kitao and Ms. Bevin Desmond did not participate in deliberations andresolutions on the Tender Offer at the board of directors meetings of theCompany or participate in the discussions and negotiations with the Tender
Offeror on the side of the Company.
The Company also resolved at its board of directors meeting described abovethat the Tender Offer is not intended to result in the delisting of the shares,
and the Company will take a neutral position regarding whether the16shareholders of the Company tender shares in the Tender Offer, thereby
leaving that decision to the judgment of its shareholders.
Three statutory auditors of the Company (Mr. Atsuo Goto, Mr. Kazuro
Nagano and Mr. Masanobu Kotake) attended the board of directors meeting
described above, and all of the statutory auditors expressed the opinion thatthey have no objection to the resolution mentioned above.
(D)

Obtainment by the Company of a written opinion from independent officers.
Because the Tender Offer constitutes a material transaction with a controllingshareholder as prescribed in Article 441-2 of the Securities Listing
Regulations of the TSE, the Tender Offer obtained a written opinion today
from Mr. Motonari Ohtsuru, an outside director, Mr. Billy Wade Wilder, an
outside director, Mr. Kotaro Yamazawa, an outside director, Mr. Akihiro
Horie, an outside director, Mr. Kazuro Nagano, an outside statutory auditor,
and Mr. Masanobu Kotake, an outside statutory auditor who are independent
officers of the Company that do not have any conflicts of interest with theTender Offeror, to the effect that to support of the Tender Offer and to take aneutral position regarding whether the shareholders of the Company tendershares in the Tender Offer, thereby leaving that decision to the judgment of
its shareholders, would not be disadvantageous to the minority shareholdersof the Company.
The outline of the reasons for such opinion is as follows.
(i)
The advantages of the Tender Offer are that (a) provided that
Morningstar, Inc. is able to raise the funds necessary for the payment throughthe Tender Offer, the Company will record a revenue of 8 billion yen as
consideration for the brand value to be returned to Morningstar, Inc., which
will greatly increase retained earnings and can finance measures formaintaining and expanding dividends to shareholders, M&A, system
investment and other business expansion measures, and (b) the closer
relationship between the Company and the Tender Offeror is expected tocreate business synergies due to the Tender Offeror holding the majority ofvoting rights of the Company. Meanwhile, the disadvantages of the Tender
Offer are limited because (c) the Licensed Items are now considered to be lessimportant than before in light of the transition of the Company’s main
business away from the financial services business, which uses the Licensed
Items held by Morningstar, Inc., to the asset management business, (d) the
Company would be able to continue the financial services business based on
the Company’s own know-how and data even after the termination of theLicense Agreement, and (e) even if Morningstar, Inc. were to enter the asset
management business or financial services business in which the Company
operates, the effect of the termination of the License Agreement on thebusiness of the Company would be limited, among other reasons. Therefore,
the advantages of the Tender Offer outweigh the disadvantages, the Tender
Offer will contribute to the enhancement of the Company’s corporate value,
and its purpose is justifiable and reasonable.
(ii)
Because the Tender Offeror’s policy is to maintain the listing of theCompany Shares after the completion of the Tender Offer, and the freedom of
the minority shareholders of the Company to tender their shares in the Tender17Offer is secured, the Tender Offer is not disadvantageous to the minority
shareholders, irrespective of whether the Tender Offer Price is high or low.
In addition, there is no reason to doubt the fairness of the period of the Tender
Offer, the number of shares to be purchased, and other terms and conditionsof the Tender Offer, so the terms of the Tender Offer other than the Tender
Offer Price are considered to be fair.
(iii)
There is no fact that implies that the Tender Offeror had undue
influence over the Company in the process of the discussions, examinations
and negotiations of the Tender Offer, and the procedures are considered to be
fair.
(iv)
The Tender Offer is not intended to result in the delisting of theCompany Shares, and the Tender Offeror’s policy is to maintain the listing of
the Company Shares after the completion of the Tender Offer.
The
Company has determined that it will be necessary to maintain the listing fromthe perspective of continuous growth and mid-to-long-term corporate valueenhancement. Even if a significant number of shareholders other thanMorningstar, Inc. tender their shares in the Tender Offer, causing the numberof distributed shares to decrease and violating the continued listing criteria of
the TSE (the ratio of distributed shares) as of the end of March 2023, theCompany will take the most appropriate measures to maintain the listing of
the Company Shares by recovering the ratio of distributed shares to meet thecontinued listing criteria or by other means. Therefore, the probability thatthe shares of the Company will be delisted to the detriment of the minority
shareholders as a result of the Tender Offer is considered to be low.
4.

Matters relating to Important Agreements between the Tender Offeror and theCompany’s shareholders regarding the Tender
The Tender Offeror executed with Morningstar, Inc. the Tender Agreement today,
under which Morningstar, Inc. agreed with the Tender Offeror to tender part
(10,000,000 shares; ownership ratio: 11.15%) of the Company Shares held byMorningstar, Inc. (19,846,300 shares) in the Tender Offer.
Under the Tender Agreement, Morningstar, Inc. shall conduct such tender on these
conditions: (i) the Tender Offer has commenced pursuant to the tender agreement, andhas not been withdrawn; (ii) the Company resolved at its board of directors meeting to
express its opinion in favor of the Tender Offer (it is necessary to attach an opinion of
the independent outside directors that the Tender Offer will not damage the interestsof minority shareholders of the Company), and to take a neutral position regardingwhether its shareholders tender shares in the Tender Offer, and such opinion has notbeen changed or withdrawn; (iii) the initial period of the Tender Offer (January 30,
2023 to February 28, 2023) has not been extended (unless permitted under the Tender
Agreement); (iv) an agreement regarding the termination of the License Agreement
has been validly executed and is existing; (v) the representations and warranties of theTender Offeror (Note 1) are true and accurate in all material respects; (vi)the Tender
Offeror has performed or complied with the obligations set out in the Tender
Agreement (Note 2) in all material respects; and (vvi) no law, regulation, or decisionof a judicial or administrative agency restricts or prohibits the Tender Offer. However,18Morningstar, Inc. is not restricted from voluntarily waiving those conditions at its own
discretion and tendering its shares in the Tender Offer.
(Note 1): The Tender Offeror represents and warrants under the Tender Agreement (a)the lawful and valid incorporation and existence of the Tender Offeror, andprepare and file this Statement without making any material change after
Morningstar, Inc. confirms the draft of this Statement, (b) the lawful andvalid execution and performance of the Tender Agreement by the Tender
Offeror, (c) the enforceability of the Tender Agreement against the Tender
Offeror, (d) the fact that the execution and performance of the Tender
Agreement by the Tender Offeror does not conflict with laws andregulations and internal rules of the Tender Offeror, or breach or constitutea default of other agreements entered into by the Tender Offeror, and (e) the
non-existence of any petition for bankruptcy proceedings against the Tender
Offeror.
(Note 2): The Tender Offeror assumes under the Tender Agreement (a) an obligation
to prepare and file the documents required by laws and regulations incooperation with Morningstar, Inc. in order to implement the Tender Offer,and prepare and file the tender offer registration statement without making
any substantial change after Morningstar, Inc. confirms the draft of thetender offer registration statement, (b) an obligation to endeavor to obtain aclearance under the Act on Prohibition of Private Monopolization and
Maintenance of Fair Trade (Act No. 54 of 1947, as amended) within ten
business days after the commencement of the Tender Offer, (c) an obligation
to explain changes in the conditions of the Tender Offer in advance if suchchanges become necessary, (d) an obligation to notify material matters suchas filing of litigations in relation to the Tender Offer and occurrence orexistence of the event that constitutes material breach of the Tender
Agreement when the Tender Offeror becomes aware of such material
matters, (e) confidentiality obligations, (f) an obligation to consult and agreewith Morningstar, Inc. on the announcement concerning the Tender Offer inadvance, and (g) an obligation not to transfer any contractual status, or rights
or obligations under the Tender Agreement.
If a third party other than the Tender Offeror commences a tender offer for the sharesof the Company (“Competing Tender Offer”) after the execution of the Tender
Agreement and before the last day of the Tender Offer Period, and the tender offer
price of the Competing Tender Offer is higher than that of the Tender Offer,
Morningstar, Inc. may request the Tender Offeror to raise the Tender Offer Price to thesame amount as that of the Competing Tender Offer or higher. If, no later than 3 p.m.
on the last day of the Tender Offer Period, (i) the Tender Offeror does not raise theTender Offer Price as requested by Morningstar, Inc. or (ii) a duly authorized organ of
Morningstar, Inc. reasonably determines that tendering the shares in the Tender Offer,or not withdrawing the tendering of shares in the Tender Offer may lead to a breach of
Morningstar, Inc.’s officers’ duty of due care pursuant to applicable laws andregulations, Morningstar, Inc. may withdraw the tendering of shares in accordancewith the procedures set out in the tender offer registration statement for the Tender
Offer without any penalties or obligations to pay compensation to the Tender Offeror
or its affiliated companies.

19

5.

Details of Benefits Received from the Tender Offeror or its Specially Related Parties
Not applicable.

6.

Response Policy Regarding Basic Policies Relating to Control of the Company
Not applicable.

7.

Questions to the Tender Offeror
Not applicable.

8.

Request for Extension of the Tender Offer Period
Not applicable.

9.

Matters Relating to Transactions, Etc. with a Controlling Shareholder(1)

Transactions, etc. with a Controlling Shareholder and Status of Conformity with Policy
Regarding Measures to Protect Minority Shareholders
The expression of an opinion by the Company regarding the Tender Offer constitutes
a material transaction, etc. with a controlling shareholder as prescribed in the rules of
the TSE since the Tender Offeror is the Company’s parent company. As stated in the“Matters Relating to Controlling Shareholders, Etc.” dated June 30, 2022, theCompany’s policy is to conduct objective and fair transactions in the event of atransaction with a controlling shareholder aspolicies to protect minority
shareholders in the event of a transaction, etc. with a controlling shareholder, and theCompany will conduct the transaction on the same basic conditions as those for othercustomers and at the fair market price, resolve at its board of directors meeting tosecure the appropriate transactions and otherwise take appropriate measures not todamage the rights of the minority shareholders.
With respect to the status of conformity of the expression of opinion on the Tender
Offer with the above policy, as stated in “(6) Measures to Ensure Fairness of the Tender
Offer and Measures to Avoid Conflicts of Interest” in “3. Details of Opinion on theTender Offer and Grounds and Reasons Therefor” above, the Company believes thatthe expression of opinion on the Tender Offer is consistent with the policy stated above
because the Company made its own management decision after taking measures, andcarefully discussing and examining the terms and conditions of the Tender Offer toensure fairness of the Tender Offer and to avoid conflicts of interest.

(2)

Details of Measures to Ensure Fairness and Measures to Avoid Conflicts of Interest
Please refer to “(6) Measures to Ensure Fairness of the Tender Offer and Measures to
Avoid Conflicts of Interest” in “3. Details of Opinion on the Tender Offer and Grounds
and Reasons Therefor” above.

20

(3)

Outline of Opinion Obtained from a Party Who Has No Interest in the Controlling
Shareholder that the Transactions Would Not be Disadvantageous to the Minority
Shareholders
Please refer to “(D) Obtainment by the Company of an Opinion from Independent
Officers” of “(6) Measures to Ensure Fairness of the Tender Offer to Avoid Conflictsof Interest” in “3. Details of Opinion on the Tender Offer and Grounds and Reasons
Therefor” above.

10.

Future Prospects
Please refer to “(2) Grounds and Reasons for the Opinion,” “(4) Prospects and Reasonsfor Delisting” and “(5) Expected Acquisition of Share Certificates, Etc. after theTender Offer” of in “3. Details of Opinion on the Tender Offer and Grounds andReasons Therefor” above.

Attached material: “Announcement of Commencement of Tender Offer for Shares inMorningstar Japan K.K. (Securities Code: 4765) ” released by the Tender Offeror today.
End.

21

Restrictions on Solicitation
This document is to announce the Tender Offer to the public and has not been prepared for the
purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell theirshares, they should first read the Tender Offer Explanatory Statement for the Tender Offer andmake their own independent decision. This document does not constitute, nor form part of,any offer to sell, solicitation of a sale of, or any solicitation of any offer to buy, any securities.
In addition, neither this document (or any part of it) nor the fact of its distribution shall form
the basis for any agreement on the Tender Offer or be relied on when executing such an
agreement.
Forward-Looking Statements
This document and the reference documents describe prospective business development basedon the view of the management team of the Tender Offeror, SBIHD or the Company in the eventof the acquisition of the Company Shares. This document and the reference documents,
including the information concerning the future business of the Tender Offeror, SBIHD, theCompany, other companies, etc., may include the forward-looking statements such as“anticipate,” “expect,” “intend,” “plan,” “believe,” and “assume”. These statements are basedon the outlook for the business of the Tender Offeror, SBIHD or the Company at this time, andthe actual results may change depending on various factors and significantly deviate from thosepredictions. The Tender Offeror, SBIHD and their affiliates are not obligated to update orrevise those statements to reflect future events or situations.
US Regulations
The Tender Offer will be conducted in compliance with the procedures and information
disclosure standards provided under the Financial Instruments and Exchange Act of Japan, andthose procedures and standards are not always the same as those applicable in the United States.
In particular, neither Section 13(e) nor Section 14(d) of the U.S. Securities Exchange Act of1934 (as amended; the same applies below) or the rules under these sections apply to the Tender
Offer; therefore, the Tender Offer is not conducted in accordance with those procedures orstandards.
All procedures regarding the Tender Offer will be conducted in Japanese unless specifically set
forth otherwise. All or part of the documents regarding the Tender Offer will be prepared in
English. However, if there is any discrepancy between the documents in English and those inJapanese, the documents in Japanese shall prevail.
Prediction of the FutureThis document and the reference documents include forward-looking statements as defined in
Section 27A of the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Exchange Actof 1933”) and Section 21E of the U.S. Securities Exchange Act of 1934. The actual results
may be significantly different from the predictions expressly or impliedly indicated in theforward-looking statements, due to known or unknown risks, uncertainty, or other factors.
The Tender Offeror and the Company or their affiliates do not guarantee that the predictions
expressly or impliedly indicated as the forward-looking statements will turn out to be correct.
The forward-looking statements included in this document and the reference documents were22

prepared based on the information held by the Tender Offeror and the Company or theiraffiliates as of the date indicated in this document and the reference documents, and unlessobligated by laws or regulations or the rules of a financial instruments exchange, the Tender
Offeror, the Company or their affiliates shall not be obligated to update or revise the statements
to reflect future incidents or situations. The financial information included in this document
and the reference documents is the information based on the Japanese accounting standards andsuch accounting standards may be significantly different from the general accounting standards
in the United States or other countries. Also, because the Tender Offeror and the Company
are corporations incorporated outside the United States and some or all of their directors are
non-U.S. residents, it may be difficult to exercise or demand rights against them under the U.S.
securities laws. It also may be impossible to bring an action against a company that is basedoutside of the United States or its directors in a court outside of the United States on the groundsof a violation of the federal securities laws of the United States. There is also no guarantee thata company that is based outside of the United States or its subsidiaries or affiliates may becompelled to submit themselves to the jurisdiction of a U.S. court.
Before the commencement of the Tender Offer or during the tender offer period, the Tender
Offeror and its affiliate, the financial advisor of each of the Tender Offeror and the Company,
and the tender offer agent (including their affiliates) might purchase by means other than theTender Offer or conduct an act aimed at such a purchase of the Company Shares listed on thePrime Market on their own account or the account of their client to the extent permitted by
Japanese laws and regulations related to financial instruments transactions and other applicablelaws and regulations in the scope of their ordinary business and in accordance with therequirements of Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934. Such purchasemight be conducted at the market price through a market transaction or decided through offmarket negotiation. If information regarding such a purchase is disclosed in Japan, that
information will also be disclosed in the English language on a website (or by any other meansof public disclosure) of the person that conducted that purchase or its affiliates.
In other countries
Some countries or regions may impose restrictions on the announcement, issue, or distributionof this document. In such cases, please take note of such restrictions and comply with them.
The announcement, issue, or distribution of this press release shall not constitute a solicitationof an offer to sell or an offer to buy shares relating to the Tender Offer and shall be deemed a
distribution of materials for informative purposes only.

23