Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012 (J-GAAP)
August 5, 2011
Name of listed company: Nichii Gakkan Company
Listed on: Tokyo Stock Exchange 1st Section
Securities code: 9792
URL: http://www.nichiigakkan.co.jp
Representative: Masatoshi Saitoh, President and Representative Director
Contact:
Koichi Terada, Director, Manager of Accounting and Finance Division
TEL: 03-3291-2121
Scheduled date of filing quarterly financial report:
August 11, 2011
Scheduled date to start dividends distribution―
Supplementary quarterly materials prepared:
Yes
Quarterly results information meeting held:
None(Figures shown are rounded down to the nearest million yen.)

1. Consolidated financial results for the first quarter ended June 30, 2011 (April 1, 2011 – June 30, 2011)(1) Consolidated operating results(Percentage figures represent changes from the same period in the previous year.)

Net Sales

Operating Income

Ordinary Income

Net Income

Millions of yen%

Millions of yen%

Millions of yen%

Millions of yen%

61,132

2.8

2,225

29.3

2,277

24.2

1,038

98.3

59,468

5.9

1,721

64.5

1,834

85.4

523

380.4

Three months ended
June 30, 2011
Three months ended
June 30, 2010

Note: Comprehensive income: Three months ended June 30, 2011: 1,084 million yen (131.3%)

Diluted Net Income
per Share

Net Income per ShareYen

Three months ended
June 30, 2011
Three months ended
June 30, 2010

Three months ended June 30, 2010: 468 million yen (–%)

Yen

15.04

—

7.58

—

(2) Consolidated financial position
Total Assets
As of June 30, 2011
As of March 31, 2011

Net Assets

Equity Ratio

Millions of yen

Millions of yen%

125,289

52,79641.9

52,20041.3

125,781

Reference: Shareholders’ equity:

As of June 30, 2011: 52,539 million yen

As of March 31, 2011: 51,944 million yen

2. Dividends
Annual Dividends (Yen)First Quarter-End
Year ended March 31, 2011―

Year ending March 31, 2012
Year ending March 31, 2012
(Forecast)—Second Quarter-End

Third Quarter-End

Year-End

Annual

7.00

―

7.00

14.00

8.00

―

8.00

16.00

Note: Revisions since the most recently announced dividend forecast: None

3. Consolidated financial result forecasts for the year ending March 31, 2012 (April 1, 2011 – March 31, 2012)(Percentage figures represent changes from the same period in the previous year.)

Net Sales

Operating Income

Ordinary Income

Net Income
per Share

Net Income

Millions of yen%

Millions of yen%

Millions of yen%

Millions of yen%

Yen

First six months

123,700

3.4

3,600

5.8

3,500

(6.1)

1,400

5.3

20.27

Full year

250,000

3.8

9,000

14.4

9,300

(3.7)

4,500

29.4

65.16

Note: Revisions since the most recently announced financial result forecast: None4. Others(1) Significant changes to subsidiaries during the term (Transfers of specific subsidiaries with changes in the scopeof consolidation): None
(2) Application of the specific accounting for preparing the quarterly consolidated financial statements: None
(3) Changes in accounting policies, accounting estimates and restatement of revisions
1) Changes in accounting policies due to the revision of accounting standard, etc.:
2) Changes in accounting policies other than 1):
3) Changes in accounting estimates:
4) Restatement of revisions:

None
None
None
None

(4) Number of shares issued and outstanding (common stock)1) Number of shares issued andoutstanding (including treasury stock)2) Number of treasury stock3) Average number of shares issued andoutstanding in each period (quarterly
consolidated cumulative period)

As of June 30, 2011

73,017,952 shares

As of March 31, 2011

73,017,952 shares

As of June 30, 2011

3,956,561 shares

As of March 31, 2011

3,956,331 shares

Three months ended
June 30, 2011

69,061,526 shares

Three months ended
June 30, 2010

69,062,442 shares* Presentation of implementation status for quarterly review procedure
The quarterly review procedure based on the Financial Instruments and Exchange Act does not apply to the quarterly
consolidated financial results and the procedure based on this Act was not complete as of the release of these Consolidated
Financial Results.
* Explanation concerning the appropriate use of financial forecasts and other special notes(Notes on forward-looking statements, etc.)
The above forecasts are based on information Nichii Gakkan had in its possession as of the time this report was prepared andon certain assumptions judged to be reasonable. Various factors may cause actual results to differ significantly fromforecasts. Please refer to the disclaimers, provided under “Qualitative information on consolidated financial result forecasts”
on page 3 of the quarterly consolidated financial results (appendix materials), regarding assumptions upon which forecasts
are based and the use of forecasts.

Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

Contents of the appendix materials
1. Qualitative information on quarterly consolidated financial results.........................................................................2(1) Qualitative information on consolidated operating results..............................................................................................2(2) Qualitative information on consolidated financial position ............................................................................................3(3) Qualitative information on consolidated financial result forecasts .................................................................................3

2. Summary (other) information ...................................................................................................................................4(1) Significant changes to subsidiaries during the period.....................................................................................................4(2) Application of the specific accounting for preparing the quarterly consolidated financial statements...........................4(3) Changes in accounting policies, accounting estimates and restatement..........................................................................4

3. Quarterly consolidated financial statements .............................................................................................................5(1) Quarterly consolidated balance sheets.............................................................................................................................5(2) Quarterly consolidated statements of income and quarterly consolidated statements of comprehensive income...........7(Quarterly consolidated statements of income) ..............................................................................................................7(Quarterly consolidated statements of comprehensive income) .....................................................................................8(3) Notes on premise of a going concern..............................................................................................................................9(4) Notes on significant fluctuation in amounts of shareholders’ equity...............................................................................9(5) Significant subsequent events .........................................................................................................................................9-1-

Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

1. Qualitative information on quarterly consolidated financial results(1) Qualitative information on consolidated operating results
During the first three months of the fiscal year ending March 31, 2012, the Japanese economy saw improvement inproduction activities, etc. as progress was made in restoring supply chains, though it continued to suffer from the severe
impact of the Great East Japan Earthquake. The future, however, remains clouded by obstacles like electric power
shortages brought on by the nuclear accident and problems stemming from the rising yen.
As for the business conditions affecting the Nichii Group, a proposal for an integrated reform of the country’s social
security and tax systems was agreed on by the government and ruling party on June 30, 2011. The proposal calls for theestablishment of a medium-scale, high-performance social security system, and emphasizes the strengthening of child care
support, and medical and long-term care services, while focusing government attention on employment-promotion andother aspects of inter-generational fairness and cooperation. It also includes a phased increase of the consumption tax, to10%, by the middle of the current decade to provide a stable source of funding for social security programs.
With these social and business conditions, the Nichii Group worked to expand and enhance its business portfolio tostrengthen synergies among its businesses and reinforce its earnings base.
We also took advantage of the overall capabilities of our Group to minimize the impacts of the earthquake and tsunami.
In stricken areas, our frontline staff rose to the occasion, did everything they could be expected to, and maintained theperformance of nearly all services in our various businesses.
As for business results, we achieved steady gains in operational efficiency and service users in our Medical Support and
Health Care businesses, and, with limited impacts from the earthquake and tsunami, saw increases in both net sales andincome.
As a result, net sales during the first three months ended June 30, 2011 were 61,132 million yen (59,468 million yen in
the same period of the previous year), operating income was 2,225 million yen (1,721 million yen in the same period of theprevious year), ordinary income was 2,277 million yen (1,834 million yen in the same period of the previous year) and net
income was 1,038 million yen (523 million yen in the same period of the previous year).
Operating results by segment were as follows.
<Medical Support Business>
In our Medical Support Business, we continued to pursue our contract revision strategy, in the fourth year of a five-year
plan, and undertake business activities aimed at expanding our contract-based services. As a result, we succeeded inincreasing net sales per hospital and in further promoting a virtuous cycle of staff compensation improvements, lower staff
turnover, greater operational efficiency, and higher customer satisfaction. Operating income substantially increased by
46.2% compared to the same period last year, with a profit margin of 7.6%, the second highest over the past five years.
To add energy to the development of our management support services, we established the Medical Management
Support Division in April 2011 to expand our line of management support products and enhance our comprehensive
support system for medical institutions.
As a result, sales of this segment during the first three months ended June 30, 2011 were 25,694 million yen (25,500
million yen in the same period of the previous year), and operating income was 1,962 million yen (1,342 million yen in thesame period of the previous year).
<Health Care Business>
The Health Care Business saw its user total surpass the 130,000 mark as the number of users of the home-visit care services
and welfare services for the handicapped we offer as part of our home-care services continued to grow steadily. Meanwhile,in facility-care services, gradual increases in the numbers of service users for the Nichii Homes operated by Nichii Care
Palace Co., Ltd. and other services, as well, helped to boost net sales and income performance on the way to achieving
profitability, prospectively at the end of the current fiscal year.
During the quarter under review, we opened 13 new home-care support facilities (bringing the total to 707), 12 new
home-visit care facilities (bringing the total to 1,034), 5 new day-care facilities (bringing the total to 299), and 1 new
welfare equipment leasing facility (bringing the total to 133) in our home-care services. At the same time, we also opened 7
new Nichii no Hohoemi facilities (bringing the total to 224) and 2 new Nichii no Kirameki facilities (bringing the total to36) in our facility-care services.
To strengthen ties to medical care, we opened 8 new home-nursing facilities (bringing the total to 10). As part of our fullscale effort to develop this business, we also embarked on the nationwide development of our “Return-to-Nursing Support
Program” as one step toward securing the required nursing professionals.

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Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

As a result, sales of this segment during the first three months ended June 30, 2011 were 32,329 million yen (30,040
million yen in the same period of the previous year) and operating income was 2,090 million yen (1,249 million yen in thesame period of the previous year).
<Education Business>
In the Education Business, enrollment in the mainstay Home Helper Level 2 and Medical Office Work courses declined,
relative to the same quarter last year, with a scale-back in advertising following the earthquake and tsunami. Student
numbers, however, are now climbing, with a return to more normal performance in sight.
In our Web College operations, we added 13 new courses (bringing the total to 59) including English language usage
courses for hospital reception and for young children as a response to globalization-related foreign language needs, in aneffort to attract a broader cross-section of students and enhance corporate sales.
Therefore, sales of the segment during the first three months ended June 30, 2011, were 3,026 million yen (3,823 million
yen in the same period of the previous year) and operating income amounted to 309 million yen (871 million yen in thesame period of the previous year).
To reinforce the earnings base of the Education Business and expand its language education operations, the Company, in
accordance with its August 5, 2011 announcement, initiated a tender offer for the shares of Gaba Corporation, a provider of
one-on-one English conversation instruction.
Going forward, we aim to further enhance our course offerings across a wide spectrum extending beyond the medical
and long-term care fields to include languages, IT, and other areas of education, and develop our operations targeting thedevelopment of human resources leading the globalization of existing businesses.
<Other Businesses>
In Other Businesses, we moved ahead with preparations for the provision of services that will help to further strengthen thecore operations of Lakewoods Garden Himeharu no Sato (Mobara City, Chiba Prefecture), which held its grand opening on
April 2011. The core operations of that business consist of the use of dogs and plants raised at Lakewoods Garden
Himeharu no Sato to provide dog therapy and gardening therapy services in the fields of long-term and medical care.
To provide “joy” and “healing,” the key operational themes of Lakewoods Garden Himeharu no Sato, to earthquake andtsunami victims, we implemented services, including the dispatch of Australian Labradoodles, which are particularly wellsuited for work as therapy dogs, to help people in need.
Sales of the Other Businesses during the first three months ended June 30, 2011, were 82 million yen (104 million yen in
the same period of the previous year) and operating loss was 144 million yen (60 million yen of operating income in thesame period of the previous year).
(2) Qualitative information on consolidated financial position
Total assets at the end of the first three months ended June 30, 2011 decreased by 491 million yen compared with the figure
at the end of the previous fiscal year to 125,289 million yen. This is mainly because current assets decreased by 2,015
million yen due to a decrease of deferred tax assets etc., while fixed assets increased by 1,524 million yen due to increases
in tangible fixed assets, etc.
Total liabilities decreased by 1,087 million yen compared with the figure at the end of the previous fiscal year to 72,493
million yen. This is mainly because current liabilities decreased by 1,709 million yen due to a decrease of income taxes
payable, etc.
Total net assets increased compared with the figure at the end of the previous fiscal year by 596 million yen to 52,796
million yen.
(3) Qualitative information on consolidated financial result forecasts
Business results for the first three months of the fiscal year ending March 31, 2012 were basically in line with theconsolidated performance forecast announced on May 16, 2011.
At present, analyses are being performed to identify the possible impacts of the tender offer for Gaba Corporation on
business performance for the current fiscal year. If it becomes necessary to issue a revised performance forecast or there arematters requiring announcement, one will be announced without delay.

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Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

2. Summary (other) information(1) Significant changes to subsidiaries during the period

There is no related information.
(2) Application of the specific accounting for preparing the quarterly consolidated financial statements

There is no related information.
(3) Changes in accounting policies, accounting estimates and restatement

There is no related information.

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Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

3. Quarterly consolidated financial statements(1) Quarterly consolidated balance sheets(Thousands of yen)

As of March 31, 2011

As of June 30, 2011

AssetsCurrent assets
Cash and deposits
Notes and accounts receivable
Merchandise and finished goods
Work in process
Raw materials and supplies
OthersAllowance for doubtful accounts
Total current assets

3,912,556
29,891,605
404,983
4,283
278,660
9,728,268(56,829)
44,163,528

3,982,921
30,322,304
395,722
4,813
251,347
7,244,516(53,993)
42,147,631

26,596,675
13,730,227
40,326,903

26,278,003
15,913,792
42,191,795

13,564,666
5,453,793
19,018,460

13,322,655
5,209,038
18,531,694

23,331,685(1,059,406)
22,272,279
81,617,643
125,781,172

23,457,952(1,039,303)
22,418,649
83,142,139
125,289,770

979,919
1,318,002
3,538,277
14,457,396
4,223,744
35,10015,003,932
39,556,372

849,935
4,020,000
371,495
15,178,583
2,525,021
22,95014,878,742
37,846,728

18,991,565
4,428,149
157,9211,233,067
9,213,699
34,024,403
73,580,776

17,808,710
4,553,975
158,338
1,240,026
10,885,278
34,646,329
72,493,058

Fixed assets
Tangible fixed assets
Buildings and structures (net)Others (net)Total tangible fixed assets
Intangible fixed assets
Goodwill
OthersTotal intangible fixed assets
Investments and other assets
OthersAllowance for doubtful accounts
Total investments and other assets
Total fixed assets
Total assets
Liabilities
Current liabilities
Notes and accounts payable
Short-term loans payable
Income taxes payable
Other accrued expenses
Allowance for employees’ bonuses
Allowance for directors’ bonuses
OthersTotal current liabilities
Long-term liabilities
Long-term loans payable
Allowance for employees’ retirement benefits
Allowance for directors’ retirement benefits
Asset retirement obligations
OthersTotal long-term liabilities
Total liabilities-5-

Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012
(Thousands of yen)

As of March 31, 2011

As of June 30, 2011

Net assets
Shareholders’ equity
Common stock

11,933,790

11,933,790

Capital surplus

17,354,214

17,354,214

Retained earnings

29,492,922

30,047,865

Treasury stock(6,789,290)(6,789,360)

Total shareholders’ equity

51,991,637

52,546,511

Unrealized gains (losses) on other securities(46,849)(6,890)Total accumulated other comprehensive income(46,849)(6,890)Minority interests

255,608

257,091

Total net assets

52,200,395

52,796,712

125,781,172

125,289,770

Accumulated other comprehensive income

Total liabilities and net assets-6-Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

(2) Quarterly consolidated statements of income and quarterly consolidated statements of comprehensive income(Quarterly consolidated statements of income)(Three months ended June 30)(Thousands of yen)Three months ended
June 30, 2010

Three months ended
June 30, 2011

Net sales

59,468,184

61,132,509

Cost of sales

47,652,530

48,660,507

Gross profit

11,815,654

12,472,002

Selling, general and administrative expenses

10,093,737

10,246,307

Operating income

1,721,916

2,225,694

Interest income

27,541

32,389Commission on consignment for office work

28,342

28,409Rent income

36,65158,495

Commission on consignment for job creation businesses

122,41736,552

Subsidy income

29,47579,256

Others64,277

38,137

Total non-operating income

308,705

273,240

Interest expenses

138,625

196,874

Rent expenses

12,344

14,152Others45,507

10,797

Total non-operating expenses

196,477

221,824

1,834,144

2,277,110

Reversal of allowance for employees’ bonuses

116,832－

Total extraordinary income

116,832

－

1,297

3,640

－

39,649504,813

－

5,716

－

511,826

43,2891,439,151

2,233,821

Income taxes

132,582

98,156

Income taxes–deferred

774,633

1,091,219

Total income and other taxes

907,216

1,189,376

Income before minority interests

531,934

1,044,445

8,158

5,983

523,775

1,038,462

Non-operating income

Non-operating expenses

Ordinary income
Extraordinary income

Extraordinary losses
Loss on retirement of fixed assets
Loss on disaster
Loss on adjustment for changes of accounting standards
for asset retirement obligations
OthersTotal extraordinary losses
Income before income taxes and minority interests

Minority interests in income
Net income-7-Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

(Quarterly consolidated statements of comprehensive income)(Three months ended June 30)(Thousands of yen)Three months ended
June 30, 2010
Income before minority interests

Three months ended
June 30, 2011

531,934

1,044,445

Unrealized gains (losses) on other securities(63,023)

39,959Total other comprehensive income(63,023)

39,959468,911

1,084,405

Parent company portion of comprehensive income

460,752

1,078,421

Minority interest portion of comprehensive income

8,158

5,983

Other comprehensive income

Comprehensive income(Breakdown of comprehensive income)-8-

Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

(3) Notes on premise of a going concern

There is no related information.
(4) Notes on significant fluctuation in amounts of shareholders’ equity

There is no related information.
(5) Significant subsequent events(Tender offer for the shares of Gaba Corporation)
In a Board of Directors meeting held August 5, 2011, the Company passed a resolution authorizing a tender offer for Gaba
Corporation (Tokyo Stock Exchange Mothers market, Code: 2133, referred to below as “Gaba”) common shares and stockacquisition rights (referred to below as the “Tender Offer”). This Tender Offer was initiated on August 8, 2011.
1. Purpose of the Tender Offer
The Group, under its management philosophy of helping people live happier and healthier lives through its businessactivities, strives to fulfill its mission, which consists of: 1) Supporting educational activities to encourage selfimprovement; 2) Assisting the stable management of healthcare institutions in healthcare related fields; and 3) Creating
an environment where people can live a full life through nursing care without worries. We do this by striving to be thefirst to identify changes in social conditions, needs of the times, and conditions in medical and long-term care settings in
our three core businesses: Education, Medical Support, and Health Care.
We believe that the advance of globalization and unprecedented societal aging make long-term and medical care, andthe development of human resources, the most important needs to be met in Japan. We are working to expand andenhance our course development channels by vigorously pushing the development of our course offerings beyond the
medical and long-term care fields to address education needs in areas like languages and IT, and by applying e-learningand other systems.
Gaba originated with the July 1995 establishment of a business the purpose of which was to create a database offoreign language conversation instructors and use this database to match instructors with students in locations throughout
Japan. That predecessor to Gaba took the form of a limited liability company in April 1996. And that company, after
M&A-based restructurings, began in March 2001 to operate English conversation schools specializing in one-on-one
instruction under the name “Gaba One-to-One English.”Gaba was established in June 2004 as part of an MBO in which the business was taken over from the founders. Under
new management, quite a lot was accomplished as efforts were made to improve management efficiency and strengthen
the business base, and the company was successfully listed on the Tokyo Stock Exchange’s Mothers market in
December 2006. Gaba earned high customer satisfaction marks with its high-quality instructors, counselors (school staff)
to support clients in their efforts to learn to converse in English, and English conversation lessons based on the “Gabamethod,” which is founded on know-how beyond the reach of competitors. Gaba has established a solid brand presence
as a leading company in the market for one-on-one English instruction.
The language learning market in Japan is seeing language study demand grow day by day. This demand, which isdriven by requirements or personal interests is manifested in the increased usage of foreign languages in business,
including cases in which companies have made English the official language for internal use, growing interest among
university students preparing for future careers and business people in their 20s and 30s trying to build careers, risinginterest in globalization-driven early English instruction for children as young as preschoolers, the inclusion of English
as a required subject for upper primary school students due to the revision of the curriculum guidelines, and interest
among middle-aged and older people who have extra time in education for self-improvement.
Against that background, the Company, around February of this year, received an invitation from Daiwa Corporate
Investment Co., Ltd., Gaba’s main shareholder, to participate in the process for selecting candidates for purchasing
Daiwa Corporate Investment’s stake in Gaba. We then proceeded to analyze and consider matters concerning thepossible acquisition of Gaba shares. This work was based on information provided by Daiwa Corporate Investment and
Gaba as part of the selection process and addressed areas like Gaba’s management direction for increasing corporate
value over the medium-to-long term and the types of synergies that could be gained by acquiring Gaba shares.
In planning the further expansion of our Education Business, we believe that social changes currently underway
indicate the necessity of further development and expansion of the language learning operations we have built to date. It
is our judgment that the addition of Gaba, which has built a solid brand presence in the industry and boasts outstanding
reliability and performance, as a Group member and partner will further differentiate our Education Business and enable
future growth for both the Company and Gaba.
In more specific terms, the Company and Gaba complement one another to a high degree in areas like theestablishment of new classrooms, and the combination of the Company and Gaba can be expected to give rise to-9-Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

significant synergies in terms of earnings expansion and efficiency, mutual application of brands and expertise, and otherareas as described below.
1) Opening of New Learning Studios (school facilities)• The Company would like to promote the opening of more Gaba Learning Studios. Gaba is engaged in the businessof offering one-on-one English instruction in metropolitan Tokyo and the Kansai and Chubu regions of Japan, and it
has established a solid brand presence in the one-on-one English instruction market. The Company’s Education
Business, on the other hand, has established classrooms on the massive scale of approximately 500 locations
throughout the country, and we believe that application of the Company’s resources would enable the efficient
opening of new classrooms under Gaba’s brand.
• Regarding Gaba’s operations, we anticipate that combining its know-how with the Company’s resources will giverise to synergies for expanding Gaba’s business territory to places it has yet to enter, such as urban and suburban areasof regional core cities and the Company’s branches and offices in other suburban and outlying regions, while efforts
to expand its operations primarily in the three major metro areas it already serves continue. This, we believe, will
work to support Gaba’s brand value and strategy.
2) Development of courses combining Gaba’s brand and the Company’s e-learning system (Web College)• For these synergies, we believe there are possibilities for applying Gaba’s brand in the development of theCompany’s existing Web College courses and possibilities for exercising Gaba’s language instruction know-how
through the Web College.
3) OtherIn addition, it is expected that customer bases will be shared between Gaba and the Company, that cross-selling willtake place, and that the resources of the Company and its business partners will be used to move forward with thedevelopment and enhancement of teaching materials. Furthermore, a broad range of synergies, including job-finding
support for Gaba’s clients (e.g. job referrals of English-capable Gaba clients to the Company’s medical corporation
customers), are conceivable for the future.
Based on its analysis of the transaction, the Company determined that planning on Gaba’s further business expansion asa member of the Group, and for the purpose of swiftly realizing the synergies discussed above, would be in the bestinterests of the stakeholders of both companies and decided to proceed with its tender offer.
2. Basic Information on Gaba Corporation(1) Corporate name:(2) Head Office:(3) Representative:(4) Principal Business:(5) Paid-in Capital:(6) Date of Establishment:

Gaba Corporation
4F Round-Cross Motoyoyogi, 30-13 Motoyoyogicho, Shibuya-ku, Tokyo
Representative Director, President, Kenji Kamiyama
English conversation school operation¥598,146 thousand (As of March 31, 2011)
June 16, 2004

3. Basic Information on the Prospective Acquisition(1) Offer Price¥200,000 per common share¥258,000 per Series 1 Stock Acquisition Right¥258,000 per Series 2 Stock Acquisition Right¥250,000 per Series 3 Stock Acquisition Right¥250,000 per Series 4 Stock Acquisition Right¥250,000 per Series 5 Stock Acquisition Right¥1 per Series 6 Stock Acquisition Right(2) Shares expected to be acquired:
50,497 shares(3) Minimum number of shares expected to be acquired: 26,390 shares(4) Maximum number of shares expected to be acquired: –(5) Acquisition price:¥10,099,400 thousand(6) Tender offer period:
From August 8, 2011 to September 21, 2011(32 business days)(7) Settlement start date:
September 29, 2011

4. Procurement of Funds Required for the Tender Offer
Funds for the tender will be provided from paid-in capital and from borrowings.

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Nichii Gakkan Company (9792) Consolidated Financial Results for the First Quarter of the Fiscal Year Ending March 31, 2012

5. Organizational Restructuring following Acquisition
The Company plans to make Gaba into a wholly owned subsidiary and to acquire all of Gaba’s issued and outstanding
shares via the tender offer discussed herein and the exercise of later procedures based on the Company Act.

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