[Translation]
Cover sheet
Documents for filingAmendment Registration Statement to Tender Offer
Registration Statement

Government agent to receive filing

Director of the Kanto Local Finance Bureau

Date of filing

November 7, 2016

Name of filing party (Offeror)

Adherence Corporation

Address of filing party (Offeror)

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

Place to contact

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

Telephone number

03-6212-6098

Name of contact person

Kensaku Mizutani, Representative Director

Name of attorney-in-fact

N/A

Address of attorney-in-fact

N/A

Nearest place of contact

N/A

Telephone number

N/A

Name of contact person

N/A

Place where a copy of this tender offer
registration statement is available forpublic inspection

Adherence Corporation(1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo)

Note 1:
Note 2:
Note 3:Note 4:Note 5:The term “Offeror” means Adherence Corporation.
The term “Target Company” means Aderans Company Limited.
The term “Act” means the Financial Instruments and Exchange Act (Act No. 25 of 1948, asamended).
Unless otherwise specified, any reference to the number of days or the date and time means thenumber of days or the date and time in Japan.
Although the tender offer relating to the submission of this Statement (the “Tender Offer”) will be
conducted in accordance with the procedures and information disclosure standards prescribed in theAct, these procedures and information disclosure standards may differ from the procedures andinformation disclosure standards in the United States. In particular, Sections 13 (e) and 14 (d) of theU.S. Securities Exchange Act of 1934 (as amended; the “U.S. Securities Exchange Act”), and therules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not conformto those procedures and standards. All financial information contained in this Statement has been
prepared in accordance with Japanese accounting standards, and not in accordance with U.S.
accounting standards, and may not be comparable to the financial information of U.S. companies. It
may be difficult to enforce any right or claim arising under U.S. federal securities laws because theOfferor is incorporated outside the United States and its officers are non-U.S. residents. It may notbe possible to commence legal proceedings against the Offeror and its officers in a non-U.S. court for1

Note 6:Note 7:Note 8:violations of the U.S. securities laws. In addition, it may not be possible to compel any non-U.S
corporation and its subsidiaries and affiliates to subject themselves to a U.S. court’s jurisdiction.
Unless otherwise specified, all procedures relating to the Tender Offer are to be conducted entirely inJapanese. If all or any portion of the documentation relating to the Tender Offer is prepared in
English and there is any inconsistency between the English documentation and the Japanesedocumentation, the Japanese documentation will prevail.
This Statement includes “forward-looking statements” as defined in Article 27A of the U.S. Securities
Act of 1933 (as amended) and Article 21(E) of the U.S. Securities Exchange Act. Actual results
might be materially different from the express or implied predictions including the “forward-lookingstatements” contained herein due to known or unknown risks, uncertainties or any other factors.
Neither the Offeror nor any of its affiliates assures that such express or implied predictions including
the “forward-looking statements” contained herein will be achieved. The “forward-lookingstatements” contained in this Statement have been prepared based on the information possessed by
the Offeror as of the date hereof, and, unless otherwise required under applicable laws andregulations, neither the Offeror nor any of its affiliates assumes any obligation to update or revise
such statements to reflect any future events or circumstances.
A financial advisor of the Offeror and Tender Offer Agent (including their respective affiliates) may,in their ordinary course of business, purchase shares or bonds with stock acquisition rights in theTarget Company for their own accounts or for the accounts of their clients prior to the Tender Offer orduring the period for the Tender Offer outside the Tender Offer in accordance with the requirementsof Rule 14e-5(b)(12) of the U.S. Securities Exchange Act or take actions for such purchase to theextent permitted by financial instruments and exchange related laws and regulations of Japan. If any
information concerning such purchase is disclosed in Japan, the relevant financial adviser or Tender
Offer Agent who conducted such purchase will disclose such information on their English website (orby any other means of public disclosure).

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1.

Reason for filing amendment registration statement to Tender Offer Registration Statement

In order to make partial amendments to the statements in the Tender Offer Registration Statement filed onOctober 17, 2016 (as amended in the amendment registration statement to Tender Offer Registration
Statement filed on October 31, 2016), the Offeror hereby files this amendment registration statement for theTender Offer Registration Statement pursuant to Article 27-8, Paragraph 2 of the Act.
2.

Matters to be amended

V. Conditions of the Target Company
4. Matters concerning the Target Company which is an ongoing disclosure company(1) Documents filed by the Target Company(iii) Extraordinary report
6. Other matters
3.

Content before and after amendment

Amendments are indicated with underlines.

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V.

Conditions of the Target Company

4.

Matters concerning the Target Company which is an ongoing disclosure company(1)

Documents filed by the Target Company(iii)

Extraordinary report(Before amendment)
N/A(After amendment)
An extraordinary report was filed to the Director of the Kanto Local Finance Bureau on
November 4, 2016 in accordance with Article 19, Paragraph 2, Item 4 of the Cabinet Ordinancewith respect to Disclosure of Corporate Affairs, Etc. (Ministry of Finance Ordinance No. 5 of
1973, as amended) after the filing of the annual securities report in (i) and the quarterly securities
report or semiannual securities report in (ii) and before the filing date of the amendment
registration statement to this Statement (November 7, 2016).
6.

Other matters(Before amendment)(Omitted)(3)

Announcement of “Notice regarding Booking of Non-Operating Expenses (Foreign ExchangeLosses)”
On October 14, 2016, the Target Company announced “Notice regarding Booking of
Non-Operating Expenses (Foreign Exchange Losses)”. According to the notice, the Target
Company posted foreign exchange losses of 1,419 million yen as non-operating expenses for theconsolidated cumulative second quarter for the fiscal year ending February 2017 because of theyen’s appreciation. Please refer to the announced notice for further details.

(After amendment)(Omitted)(3)

Announcement of “Notice regarding Booking of Non-Operating Expenses (Foreign ExchangeLosses)”
On October 14, 2016, the Target Company announced “Notice regarding Booking of
Non-Operating Expenses (Foreign Exchange Losses)”. According to the notice, the Target
Company posted foreign exchange losses of 1,419 million yen as non-operating expenses for theconsolidated cumulative second quarter for the fiscal year ending February 2017 because of theyen’s appreciation. Please refer to the announced notice for further details.

(4)

Announcement of “Notice regarding Change in Largest Shareholder which is Major Shareholder
and Change in Major Shareholder” and filing of extraordinary report
The Target Company announced “Notice regarding Change in Largest Shareholder which is4

Major Shareholder and Change in Major Shareholder” on November 4, 2016 and filed anextraordinary report to the Director of the Kanto Local Finance Bureau on the same date. Anoutline (excerpt) of the extraordinary report is as follows. The term “Company” hereinafterrefers to the Target Company.
1.

Reason for filing the extraordinary report

This extraordinary report is filed in accordance with Article 24-5, Paragraph 4 of the Financial
Instruments and Exchange Act and Article 19, Paragraph 2, Item 4 of the Cabinet Ordinance withrespect to Disclosure of Corporate Affairs, Etc. because of a change to a major shareholder of theCompany.
2.

Details of the extraordinary report(1)

Name of the major shareholder involved in the change
Person who is no longer a major shareholder
Franklin Templeton Institutional LLC(2)

The number of voting rights owned by the major shareholder and ratio of said numberto voting rights of all shareholders before and after the change
Number of voting rights
Before the change
After the change

Note 1.

Note 2.
Note 3.

(3)

54,19732,079Ratio to voting rights of allshareholders
15.57%
9.22%

When calculating the “ratio to voting rights of all shareholders” before and after thechange, the number of voting rights of all shareholders as of August 31, 2016 (348,114)
described in the Quarterly Report for the Second Quarter of the 48th Term filed by theCompany on October 14, 2016 is used as a denominator.
The “ratio to voting rights of all shareholders” has been rounded to two decimal points.
The above information is based on the large-volume holdings report (amendmentreport) filed by the major shareholder and the actual number of shares held in the nameof the major shareholder has not been confirmed.
Date of the change

October 31, 2016
(4)

Other matters

Amount of stated capital as of the filing date of this report: 12,944 million yen
Total number of issued shares: 37,246,388 shares5