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［Translation］

July 10, 2012

Company Name: Tokyo Stock Exchange Group, Inc. Name of Representative: Atsushi Saito

President & CEO Inquiries: Corporate Communications

Department (Media Relations) (Tel: (03) 3666-1361)

Announcement Concerning Commencement of the Tender Offer for Shares of Osaka Securities Exchange Co., Ltd.

To whom it may concern:

Tokyo Stock Exchange Group, Inc. (the “Company” or “Tender Offeror”) released an announcement that it would conduct a business combination (the “Business Combination”) with Osaka Securities Exchange Co., Ltd. (the “Target Company”) in a press release titled, “Agreement regarding Business Combination between Tokyo Stock Exchange Group, Inc. and Osaka Securities Exchange Co., Ltd.,” dated November 22, 2011, and hereby announces that it has determined to commence a tender offer with respect to the shares of the Target Company (the “Tender Offer”) today, as follows:

1. Purposes of the Tender Offer (1) Overview of the Tender Offer As announced in the “Agreement regarding Business Combination between Tokyo Stock Exchange

Group, Inc. and Osaka Securities Exchange Co., Ltd.” dated November 22, 2011, the Company had agreed with the Target Company listed on the Osaka Securities Exchange, JASDAQ (Standard section) (the “JASDAQ Standard”) to conduct a business combination and entered into a business combination agreement dated November 22, 2011 (the “Business Combination Agreement”, please see “(4) Material Agreement Related to the Tender Offer” below for the details of the Business Combination Agreement) with the Target Company. In the Business Combination, the Company was scheduled to convert the Target Company into its subsidiary by conducting the Tender Offer and thereafter, an absorption-type merger was scheduled to occur whereby the Target Company would be the surviving company and the Company would be the absorbed company (the “Merger”, and the Target Company after the Merger shall be referred to as the “Combined Holding Company”). Now, because the Company and the Target Company confirmed that the Japan Fair Trade Commission would not issue cease and desist orders in connection with the procedures and responses under the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Law No. 54 of 1947; as amended; the “APPMMFT”) regarding the Business Combination, the Company determined to start the Tender Offer on July 10, 2012.

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In the Tender Offer, the Company will set the number of shares required to hold the majority of the Target Company voting rights (135,001 shares; the ratio of 135,001 shares against the total number of issued shares as of March 31, 2012 (270,000 shares) stated in the 11th Annual Securities Report filed by the Target Company on June 13, 2012 (the “Holding Ratio”) is 50.00% (percentage to be rounded to the nearest hundredth; the same shall apply hereafter for the calculation of a ratio)) as the minimum number of shares to be purchased. If the aggregate of the shares tendered does not reach such minimum number of shares (135,001 shares; the Holding Ratio is 50.00%) to be purchased, no shares will be purchased. Where the aggregate of the tendered shares exceeds the upper limit of shares (179,999 shares; the Holding Ratio is 66.67%) to be purchased, all or a part of portion exceeding such number shall not be purchased. In such event, delivery and settlement of the purchased share certificates, etc. shall be conducted on a pro rata basis as set forth in Article 27-13, Clause 5 of the Financial Instruments and Exchange Act (Law No. 25 of 1948, as amended; the “Law”) and Article 32 of the Cabinet Office Order Regarding Disclosure of Tender Offers for Shares by Non-Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the “Cabinet Office Order”).

According to the “Announcement of the Expression of Opinion in Favor of the Tender Offer by Tokyo Stock Exchange Group, Inc. for Shares of the Company” dated July 10, 2012 (the “Target Company Press Release”), the Target Company passed a resolution concerning its opinion regarding the Tender Offer as follows:

The Target Company has determined that the Business Combination will contribute to enhancing the Target Company’s corporate value in the mid-to-long term, and therefore, it has resolved, at the meeting of its board of directors held on July 10, 2012, to express an opinion in favor of the Tender Offer to be conducted as part of the Business Combination.

In addition, the Tender Offer will provide shareholders of the Target Company with (a) the option of selling a certain number of shares in the Tender Offer and receiving cash at this time, as well as (b) the option of continuing to hold shares and becoming shareholders of the Combined Holding Company.

The Target Company believes that a purchase price of 480,000 yen per share for the Target Company’s common shares in the Tender Offer (the “Tender Offer Price”) is appropriate for the Target Company’s shareholders, and that neither of the above-mentioned options will be particularly more disadvantageous to the Target Company’s shareholders. The Target Company primarily assume that its shareholders will make a decision of whether to tender their shares in the Tender Offer among various options including the two set forth in (a) and (b) above.

Since the Tender Offer sets the minimum number of shares to be purchased, a certain number of the Target Company’s shareholders will need to tender their shares in the Tender Offer to realize the Business Combination, which is expected to enhance the Target Company’s corporate value in the mid-to-long term.

Based on the above understanding, along with the above-noted resolution to express an opinion in favor of the Tender Offer, in order to realize the Business Combination, the Target Company resolved at its Board of Directors meeting (i) with respect to its shareholders who decide that the option of tendering their shares in the Tender Offer is more advantageous, to recommend that such shareholders tender their shares in the

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Tender Offer, and (ii) with respect to all other shareholders, to leave the decision of whether or not to tender their shares in the Tender Offer up to such shareholders.

(2) Decision Making Process Concerning the Tender Offer and Management Policy after the Tender Offer (i) Decision Making Process Concerning Tender Offer The Company is a financial instruments exchange holding company under the Law which has four

consolidated subsidiaries, including the Tokyo Stock Exchange, Inc. (the “TSE”), the Tokyo Stock Exchange Regulation, and the Japan Securities Clearing Corporation, and four affiliates accounted for by the equity method, and its core business includes the establishment and operation of a financial instruments exchange market. The financial instruments exchange market established by the TSE can be roughly divided into two types: the cash equities market and the derivatives market. Traded in the former market are securities such as share certificates, ETFs, and REITs, and traded in the latter market are index futures, mainly TOPIX futures, and JGB futures, as well as options. In these markets, a wide variety of exchange business operations are conducted, ranging from listing, trading, and clearing/settlement to provision of an information service. The aggregate market capitalization of the companies listed in the cash equities market ranks third among all of the exchanges in the world; the market size is the largest in Asia (as of May 31, 2012); and the trading value of the shares traded in these markets ranks third in the world, accounting for approximately 90% of the trading value of the shares listed in Japan (January to December, 2011). These data show that the TSE is a leading exchange in the world, and shows its status as the central market in the Japanese securities market.

On the other hand, the Target Company is a stock company-type financial instruments exchange and a financial instruments clearing organization under the Law and its core business includes the establishment and operation of a financial instruments exchange market and financial instruments obligation assumption service. In the financial instruments exchange market established by the Target Company, derivative transactions such as stock index futures/options trading are conducted, as well as trading of securities such as issues listed on the First and Second Sections, JASDAQ, and ETFs. Among them, Nikkei 225 Futures, Nikkei 225 mini, and Nikkei 225 Options represent Japan’s derivatives products, and the Target Company’s business operations pertaining to these products, as core products and other derivative transactions, are the main sources of the Target Company’s competitiveness.

The environment surrounding both companies is characterized by increasingly fierce competition among exchanges across borders caused by the rapid development of information and telecommunications technology, which has resulted in advanced financial trading systems that allow companies and investors to choose among the world’s markets the market with the best environment for procuring or investing funds.

Further, since investors’ needs are becoming increasingly complicated and sophisticated in line with the development of financial trading systems, the key to securing superiority among competing exchanges, under the current circumstances, would be success in constructing a system that can meet such needs and improving the stability and processing ability of the constructed system.

In light of this environment, domestic mergers and cross-border mergers between exchanges have been

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gathering momentum overseas. For a Japanese stock exchange to survive such global competition as a player, it must establish a highly liquid and efficient market and enhance the convenience of investors and companies through strengthening its competitiveness by such means as expanding its scale, diversifying the financial instruments in which it deals, and reducing costs.

Under the shared awareness of critical developments in the external environment, both companies have been discussing measures to strengthen competitiveness and other matters. As a result, both companies have reached a common recognition that a firm position within the domestic cash equities market and derivatives markets will be established and significant synergies (i.e., strengthening of global competiveness by means such as expanding of scale, diversifying the financial instruments in which it deals by combining the financial instruments dealt by the Company (mainly securities on the First Section of the Tokyo Stock Exchange, TOPIX futures, and JGB futures) and those dealt by the Target Company (mainly Nikkei 225 Futures and options) and reducing costs, and enhance the convenience of trading participants/investors by integrating the market functions and trading systems of both companies), will be created by combining the business of both companies, which have different areas of specialty (i.e., in the cash equities market and the derivatives market), and which can complement each other, and by moving forward with system integration and any other matters. Further, both companies decided that the improvement of their presence as an international financial center through the Business Combination will generate substantial benefits to market participants and other market users, such as improved convenience, and will also contribute to the enhanced competitiveness of all the financial and capital markets of Japan, which would be a step towards the revitalization of the Japanese economy. Based on the above, both companies have agreed on November 22, 2011, to conduct a business combination.

Synergy effects currently expected by both companies from the Business Combination are as follows:

(a) Synergies in terms of Profits As a result of the Business Combination, both companies expect synergies in terms of profits, such

as (i) increase in trading participation fees arising out of increase in trading volume due to the enhancement of user convenience and strengthened sales, (ii) increase in listing-related income due to increase in the number of IPOs (initial public offering) in and outside of Japan because of conversion to an attractive exchange and (iii) expansion of demand for information provision services due to diversification of provided information.

(b) Synergies in terms of Costs As a result of the Business Combination, both companies expect synergies in terms of costs, such

as (i) reduction in the costs for development and operation of systems due to system integration and (ii) cost synergies in relation to the systems (after the system integration).

(c) Other Synergies As a result of the Business Combination, both companies expect other synergies such as, (i)

enhancement of investment efficiency for investors as a result of the integration of derivative

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clearing functions and (ii) further enhancement of product and system planning and services leveraged by concentration of know-how and utilization of personnel due to organization integration.

The Company (as an unlisted company) and the Target Company (as a listed company) have examined

various schemes as a method for the business combination such as a tender offer, merger or share exchange, etc., in order to realize the Business Combination, and finally reached an agreement to adopt the transaction structure of conducting the Merger after the completion of the Tender Offer, by taking into consideration financial burdens, the effects on optimum capital structure or EPS (earnings per share), and necessary administrative burdens, etc. of the Combined Holding Company comprehensively. The companies shall conduct the Business Combination in the spirit of equality. In the Business Combination, subject to the acquisition, etc. of licenses and approvals, etc. of the regulatory authorities, the Company was scheduled to convert the Target Company into its subsidiary by conducting the Tender Offer and, thereafter, conduct the Merger whereby the Target Company would be the surviving company and the Company would be the absorbed company. Now, because the Company and the Target Company confirmed that the Japan Fair Trade Commission would not issue cease and desist orders in connection with the procedures and responses under the APPMMFT regarding the Business Combination, the Company determined to start the Tender Offer on July 10, 2012.

(ii) Management Policy after the Tender Offer In the event the Tender Offer has been effected, the Company and the Target Company will, pursuant to

the Business Combination Agreement, conduct the Merger whereby the Target Company will be the surviving company and the Company will be the absorbed company. The Business Combination will use the holding company system and, pending approval at the shareholders’ meetings of both companies, a company split will occur within each group (the “Companies’ Company Split”) so that there will be a smooth transfer into the Combined Holding Company after the Merger.

(a) After the Tender Offer has been effected, both companies shall execute the merger agreement regarding the Merger (the “Merger Agreement”). The allotment regarding the Merger (the “Merger Ratio”) is as follows.

Company Name The Company The Target Company

Details of the Allotment regarding the Merger

0.2019 1

Number of New Shares to be Issued in the Merger

Common shares: 459,068 shares

(Note 1) For each share issued by the Company, 0.2019 shares of the Target Company will be delivered by allotment.

However, regarding the 26,260 treasury shares of the Company, no share of the Target Company will be delivered by

allotment through the Merger.

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(b) After the execution of the Merger Agreement, the Company shall execute an absorption-type split agreement with the TSE, the Company’s wholly-owned subsidiary, whereby the Company will be the split company and the TSE will be the successor company, and under which all the businesses, except for the subsidiary management business, shall be subject to the transfer (details of which to be determined upon consultation between the Company and the Target Company) (the “TSEG Absorption-Type Split Agreement”).

(c) After the execution of the Merger Agreement, the Target Company shall newly incorporate the Target Company’s wholly-owned subsidiary (the “OSE M”) to be the successor company in the absorption-type split whereby the Target Company will be the split company, and shall execute an absorption-type split agreement (the “OSE Absorption-Type Split Agreement”) with the OSE M, under which all the financial instrument exchange business conducted by the Target Company shall be subject to the transfer (details of which to be determined upon consultation between the Company and the Target Company).

(d) After the execution of the Merger Agreement, the TSEG Absorption-Type Split Agreement and the OSE Absorption-Type Split Agreement, both companies shall each convene their respective shareholders’ meetings (the shareholders’ meeting of the Company shall be hereinafter referred to as the “TSE Approval Shareholders’ Meeting” and the shareholders’ meeting of the Target Company shall be hereinafter referred to as the “OSE Approval Shareholders’ Meeting”) without delay and submit proposals for approval of the Merger Agreement, the TSEG Absorption-Type Split Agreement (with respect to the Company) and the OSE Absorption-Type Split Agreement (with respect to the Target Company), and with respect to the Target Company, a proposal to change the articles of incorporation with details as set forth in the Merger Agreement and a proposal to appoint the director(s) and the accounting auditor(s) of the Target Company as set forth in the Merger Agreement, and proposals on other matters separately agreed by both companies as required for the Business Combination, and shall seek approval at the shareholders’ meeting.

(e) The effective date of the Merger shall be January 1, 2013, and the effective date of the Companies’ Company Split shall be the date agreed by both companies in consultation with the aim of being the same date as the effective date of the Merger. These effective dates may be changed by agreement of both companies where necessary in the course of proceedings or for other reasons.

Schedule of the Business Combination after the Tender Offer has been effected is as follows:

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Record date for the TSE and OSE Approval Shareholders’ Meeting Autumn 2012

Execution of the Merger Agreement

Execution of the Company Absorption-Type Split Agreement

Incorporation of the OSE M

Execution of the OSE Absorption-Type Split Agreement

OSE Approval Shareholders’ Meeting

TSE Approval Shareholders’ Meeting

Effective Date of the TSEG Absorption-Type Split January 1, 2013

Effective Date of the Merger January 1, 2013

Effective Date of the OSE Absorption-Type Split January 1, 2013

In addition, status of the Combined Holding Company after the Merger is scheduled to be as follows: (a) Summary of the Combined Holding Company

Trade Name Japan Exchange Group, Inc. (tentative name)

Details of the Business Management of a Stock Company-Type Financial Instruments Exchange

Location of the Head Office Chuo-ku, Tokyo

Type Company with Committees

Last day of the Fiscal Year March 31

The number and the composition of the directors of the Combined Holding Company as of the effective date of the Merger shall be the persons separately agreed by both companies upon mutual consultation up to the execution of the Merger Agreement (however, the President and CEO of the Company and the President and CEO of the Target Company shall be included, and the number of outside directors respectively appointed by both companies shall be the same). As of the effective date of the Merger, the President and CEO of the Company is scheduled to assume the office of CEO (Saikou Keiei Sekininsha) of the group with a right to represent the Combined Holding Company, and the President and CEO of the Target Company is scheduled to assume the office of COO (Saikou Shikkou Sekininsha) of the group with a right to represent the Combined Holding Company.

(b) Summary of the Reorganization after the Business Combination Regarding a reorganization of the subsidiaries to be conducted promptly after the Merger,

considering the intentions of the market users, the Combined Holding Company shall form a group company where the TSE will be a cash equities market operating company; the OSE M will be a derivatives market operating company; the Tokyo Stock Exchange Regulation will be a self-regulatory corporation; and the Japan Securities Clearing Corporation will be a clearing organization.

Furthermore, the Company and the Target Company agreed within the Combination Preparatory

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Committee established by and between both companies (See Note 2) with respect to the corporate philosophy, etc. of the Combined Holding Company after the Business Combination, as follows. The relevant content indicates the current direction, with respect to which the agreement was reached within the Combination Preparatory Committee, and the resolution therefore is expected to be finally made by the Combined Holding Company after the launch of the Combined Holding Company.

(aa) Corporate Philosophy, Etc. a. Corporate Philosophy Through securing public nature and reliability, constructing the foundation of the market which is

highly convenient, effective and transparent, as well as providing creative and attractive services, we promote continuous development of the market, and contribute to the realization of an affluent society.

We believe that, through these methods, the increase of the support and reliance from investors and other users within the market will be promoted and benefit will be provided consequently.

b. Future Vision Your Exchange of Choice ~the creative exchange, which is most preferred in Asia, offering high-quality service with public

nature and reliability ~ c. Creed (Four “C”s) The Customer Comes First - Customer First In order to understand the needs of various stakeholders and to maximize the sum of customer

satisfaction, we always think through from the customer’s viewpoint and continue to look for the optimum solution.

Securing Social Credibility - Credibility While we operate with stability in the market with a high degree of fairness and transparency on a

daily basis, we also construct a highly reliable social infrastructure that meets all of the goals of strong competitiveness, stability, convenience, and cost efficiency.

Pursuit of Creativity - Creativity For the purpose of strengthening global competitiveness and improving customers’ convenience, we

work on offering creative products and services, without fear of failure and with a spirit of courage and passion.

Display of Employee Ability - Competency We generate a working environment in which we can utilize the diversity in individual employees

and they can display their ability to the maximum extent. d. Business Strategy

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Realization of the comprehensive exchange group, equipped with the cash equities market and the derivatives market with abundant liquidity, a sophisticated clearing/settlement function, and a self-regulatory function

Expansion of cash equities market and IPO Display of self-regulatory function consistent with the change of the market

environment

Improvement of convenience and efficiency through integration of the cash equities markets

Promotion of the listing of domestic and foreign companies attractive to investment

Expansion of services for listed companies

Improvement of liquidity of ETF market and expansion of range of users

Enhancement of marketing activities in each category, with the use of a customer base in both markets

Enhancement of function and mitigation of participants’ burden, through unitization of self-regulatory function

Improvement of reliability, through display of appropriate self-regulatory function, consistent with diversified trading styles, products and companies’ characteristics

Expansion of derivatives market Expansion of Information Services

Improvement of convenience and efficiency through integrating the derivatives markets, and development of new products such as products crossing over the categories of both companies’ products

Enhancement of function through advancing into new categories, such as commodities.

Introduction of new information services

Further expansion of existing information services

Enhancement and expansion of clearing/settlement function

Enhancement of policy proposals and dispatch of information

Promotion of integration of clearing functions for derivatives

Further expansion of fields for clearing/settlement business

Further improvement of risk management function

Implementation of policy proposals intended for enhancement of competitiveness of financial and capital markets of Japan

Expansion of dispatch of information through variety of measures

Enhancement of function of market infrastructure

Achievement of both of cost reduction and

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stable operation through integration of systems

Maintenance of the efficient and effective back up system comprised of integration of both companies’ infrastructures

Efficient system development, by use of the most advanced IT

Early realization of synergies

Early realization and maximization of integrated synergies (i.e., system cost reduction, enhancement of function, streamlining) associated with management integration

(bb) Disposition of Treasury Shares Shares of the Target Company to be acquired by the Company through the Tender Offer, which will

be the treasury shares of the Combined Holding Company as a result of the Business Combination scheduled to be conducted as of January 1, 2013, are scheduled to be cancelled.

(cc) Target Dividend Payout Ratio Giving due consideration to the importance of internal reserves for the purpose of development of

the system for strengthening competitiveness and improving self-regulatory function as the exchange, and for the purpose of being prepared for the risks as the clearing organization, we make it a principle to conduct the stable and continuous payment of dividends. Specifically, we aim at our target dividend payout ratio being around 40%.

(dd) Midterm Business Plan The midterm business plan for the Combined Holding Company (i.e., the plan describing the

specific business strategy or policy to be conducted and the quantitative target etc., for the period of three years) shall be immediately drawn up and published after the Business Combination.

(Note 2) For the purpose of smooth and immediate realization of the Business Combination, the Company and the

Target Company establish the Combination Preparatory Committee, co-chaired by the presidents of both

companies.

(3) Overview of Financial Analyses, etc. by Financial Advisors (i) Receipt by the Tender Offeror of Reports on the Results of the Financial Analyses, and Obtaining

Fairness Opinions from Independent Financial Advisors In order to ensure the fairness of the Tender Offer Price, the Company requested that financial advisors

independent from both companies, i.e., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ Morgan Stanley”), Nomura Securities Co., Ltd. (“Nomura Securities”), and Daiwa Securities Capital Markets Co. Ltd. (Daiwa Securities Capital Markets Co. Ltd. became Daiwa Securities Co. Ltd. as a result of a merger with Daiwa Securities Co. Ltd. on April 1, 2012, “Daiwa Securities CM”) conduct financial

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analyses of the Tender Offer Price, and has received reports on their financial analyses results. In addition, the Company received written opinions (fairness opinions) dated November 21, 2011, from

each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that the Tender Offer Price is fair from a financial point of view to the Company, based upon and subject to the principal assumptions of the three companies (Note 3) as well as other individual conditions unique to each respective company, as described below.

Mitsubishi UFJ Morgan Stanley analyzed the Tender Offer Price by analyzing the range of per share

values of the Target Company’s common shares by performing valuation analyses based on the Share Price Performance Analysis, the Comparable Companies Analysis, and the Discounted Cash Flow (the “DCF”) Analysis and comprehensively considering the results of such analyses. A summary of the range of per share values of the Target Company’s common shares based on each valuation method is as follows:

Methodology

Range of the per Share Values of the Target Company’s Common Share

(a) Share Price Performance Analysis 325,000 yen - 419,000 yen

(b) Comparable Companies Analysis 316,431 yen - 358,622 yen

(c) DCF Analysis 473,354 yen - 660,290 yen

(a) Share Price Performance Analysis: 325,000 yen - 419,000 yen The Share Price Performance Analysis resulted in a per share value of the Target Company’s common

shares ranging from 325,000 yen to 419,000 yen based on: (i) using November 4, 2011 as a record date (“Record Date 1” in this paragraph), which was the last trading day prior to November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination, the respective daily closing share prices on the JASDAQ Standard during each of the 1 month and 3 month periods prior to and including Record Date 1 (364,500 yen - 385,000 yen, and 337,500 yen - 412,500 yen), and (ii) using July 4, 2011 as another record date (“Record Date 2” in this paragraph), which was the last trading day prior to July 5, 2011 on which the news media reported speculation regarding the Tender Offer, the daily closing share prices on the JASDAQ Standard from April 27, 2011, which was the first trading day after the announcement of the financial results of the Target Company for the fiscal year ending on March 31, 2011, up to and including Record Date 2 (325,000 yen - 419,000 yen).

(b) Comparable Companies Analysis: 316,431 yen - 358,622 yen The Comparable Companies Analysis resulted in a per share value of the Target Company’s common

shares ranging from 316,431 yen to 358,622 yen by evaluating the equity value of the Target Company

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through a comparison with financial indexes including share price and profitability of overseas listed exchanges operating a relatively similar business to that of the Target Company (the “Comparable Companies” in this paragraph). Mitsubishi UFJ Morgan Stanley selected CME Group Inc., IntercontinentalExchange, Inc., and CBOE Holdings, Inc. as the Comparable Companies to the Target Company.

(c) DCF Analysis: 473,354 yen - 660,290 yen The DCF Analysis resulted in a per share value of the Target Company’s common shares ranging from

473,354 yen to 660,290 yen by analyzing the enterprise value and equity value of the Target Company using the present value of free cash flows which the Target Company is expected to produce in the future, discounted at a certain level of discount rate, based on the earnings projections of the Target Company, taking into consideration various factors including management projections obtained from the Target Company, the latest business performance of the Target Company including trends in key performance indicators, various IR materials disclosed by the Target Company, analyst reports regarding the Target Company, and results of due diligence conducted on the Target Company, and other information disclosed to the public, etc. With respect to the methodology to analyze the terminal value, Mitsubishi UFJ Morgan Stanley adopted the perpetual growth method which assumes free cash flows based on the end of the projection period continue to grow perpetually (the “Perpetual Growth Method”). 5.0-7.0% of the discount rate and (0.5)% - 0.5% of the perpetual growth rate were used for the DCF Analysis on the Target Company.

For assumptions and disclaimers regarding the analyses and opinion by Mitsubishi UFJ Morgan Stanley,

please see Note 3 below. Nomura Securities performed an average market price analysis, comparable peer company analysis and

DCF analysis with respect to the Target Company. The ranges of the per share values of the Target Company’s common shares calculated based on each of the aforementioned methods are set forth below.

Methodology

Range of the per Share Values of the Target Company’s Common Shares

(a) Average Market Price Analysis 365,000 yen– 382,113 yen

(b) Comparable Peer Company Analysis 323,415 yen – 518,654 yen

(c) DCF Analysis 473,314 yen – 624,999 yen

(a) Average Market Price Analysis: 365,000 yen – 382,113 yen Under the average market price analysis, the range of per share values of the Target Company’s common

shares was calculated to be 365,000 yen– 382,113 yen based on the JASDAQ Standard closing share price of the Target Company’s common share on November 4, 2011 (the “Record Date”), which was the last

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trading day prior to November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination (365,000 yen), and the simple average of the closing share prices for each of the one-week (369,100 yen), one-month (371,000 yen), three-month (382,113 yen), and six-month (377,349 yen) periods up to and including the Record Date.

(b) Comparable Peer Company Analysis: 323,415 yen – 518,654 yen Under the comparable peer company analysis, the range of per share values of the Target Company’s

common shares was calculated to be 323,415 yen – 518,654 yen by evaluating the equity value of the Target Company through a comparison with financial indexes including share price and profitability of overseas listed exchanges operating a relatively similar business to the Target Company (the “Comparable Companies” in this paragraph). Nomura Securities selected CBOE Holdings, Inc., CME Group Inc. and IntercontinentalExchange, Inc. as the Comparable Companies for the Target Company.

(c) DCF Analysis: 473,314 yen – 624,999 yen The DCF analysis is a method of analyzing the enterprise value and equity value of the Target Company

by discounting the free cash flows which the Target Company is expected to generate in the future, without assuming the Business Combination and assuming that the business would continue to be conducted solely by the Target Company (on a “stand-alone basis”), to the present value using a certain discount rate (e.g., cost of capital applicable to the Target Company, etc.), based on the projected earnings and the investment plans as set forth in its business plans, the Target Company’s latest business performance, including trends in major business indices, interviews with the management of the Target Company, results of due diligence investigations, and other publicly disclosed information, as well as various other factors; based on this method, the range of per share values of the Target Company’s common shares was calculated to be 473,314 yen – 624,999 yen. In evaluating the value of the free cash flows after the earnings projection period, (i) Perpetual Growth Method and (ii) a method which involves multiplying multiples derived from certain financial figures relative to market capitalization, etc. of a target company or companies operating a relatively similar business to the target company, to the target company’s corresponding financial figures in the final year of earnings projection, and discounting the result to the present value (the “Terminal Multiple Method”) were used. Perpetual growth rates ranging from -0.25 to +0.25% were used under the Perpetual Growth Method and earnings before interest, taxes, depreciation and amortization (the “EBITDA”) multiples ranging from 6.0x to 8.0x were used under the Terminal Multiple Method for the Target Company. Also, discount rates ranging from 5.75% to 6.75% were used for the Target Company.

For assumptions and disclaimers regarding the calculations and opinion on the Tender Offer Price by

Nomura Securities, please see Note 3 below. Daiwa Securities CM analyzed the Tender Offer Price of the Target Company based on the results of a

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calculation of the market price analysis, comparable companies analysis and DCF analysis. A summary of the range of per share values of the Target Company’s common shares based on each valuation method is as follows:

Methodology

Range of the per Share Values of the Target Company’s Common Shares

(a) Market Price Analysis 345,024 yen – 382,113 yen

(b) Comparable Companies Analysis 507,257 yen – 601,967 yen

(c) DCF Analysis 478,730 yen – 762,453 yen

(a) Market Price Analysis : 345,024 yen – 382,113 yen In performing the market price analysis, Daiwa Securities CM set (1) November 4, 2011, (hereinafter in

this paragraph referred to as the “Record Date (i)”), which was the last trading day prior to November 7, 2011, on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussion regarding the Business Combination and (2) July 4, 2011, (hereinafter in this paragraph referred to as the “Record Date (ii)”), which was the last trading day prior to July 5, 2011, on which the news media reported speculation regarding the Tender Offer, as the record dates, and conducted calculations based on the simple average of the closing market price of the Target Company’s common shares on the JASDAQ Standard for the one-month and three-month periods ending on the Record Date (i) and the Record Date (ii), respectively (regarding the Record Date (i), the simple averages were 371,000 yen and 382,113 yen, for the one month and three month periods, respectively, and regarding the Record Date (ii), the simple averages were 345,024 yen and 378,697 yen, for the one month and three month periods, respectively).

(b) Comparable Companies Analysis : 507,257 yen – 601,967 yen In performing the comparable companies analysis, Daiwa Securities CM calculated the range of per share

values of the Target Company’s common shares through a comparison with financial indexes, including market share price and profitability of listed companies relatively similar to the Target Company, which are CME Group, Inc., IntercontinentalExchange, Inc., and CBOE Holdings, Inc.. Daiwa Securities CM conducted this calculation based on financial forecasts on a stand-alone basis, that were provided by the Target Company.

(c) DCF Analysis : 478,730 yen – 762,453 yen In performing the DCF analysis, Daiwa Securities CM conducted its calculation based on financial

forecasts on a stand-alone basis, that were provided by the Target Company. Daiwa Securities CM calculated the value of the free cash flows which the Target Company is expected to generate after the projection period based on the Perpetual Growth Method by regarding the free cash flows as a terminal

― 15 ―

value. The perpetual growth rate range which Daiwa Securities CM used was -1.00 – +1.00, and the discount rate range was 5.48 – 7.48.

For assumptions and disclaimers regarding the analyses and opinion on the Tender Offer Price by Daiwa

Securities CM, please see Note 3 below. (Note 3) In delivering the respective written opinions to the board of directors of the Tender Offeror and analyzing

the above ranges of the Tender Offer Price as the basis thereof, each of Mitsubishi UFJ Morgan Stanley, Nomura

Securities and Daiwa Securities CM (hereinafter, each referred to as a “TSEG Financial Advisor” and, collectively, the

“TSEG Financial Advisors”, in this Note) relied on the information provided by and discussed with both companies,

other relevant information reviewed by such TSEG Financial Advisor or reviewed for the benefit of the TSEG

Financial Advisors, and publicly available information. Each of the TSEG Financial Advisors assumed that all such

information was accurate and complete and that no information was undisclosed to such TSEG Financial Advisor,

which may have a material adverse effect on the analyses of the ranges of the Tender Offer Price, and therefore none of

the TSEG Financial Advisors independently verified the accuracy or completeness of such information (in addition,

the TSEG Financial Advisors are not responsible for independent verification or obliged to verify independently).

None of the TSEG Financial Advisors have independently valued or appraised, nor has such TSEG Financial

Advisor received any valuations or appraisals from third party institutions on, assets or liabilities (including

off-balance sheet assets and liabilities, and other contingent liabilities) of the Target Company or its affiliated

companies. In addition, each of the TSEG Financial Advisors assumed that the information relating to business,

operations, financial condition, financial forecasts and anticipated synergies has been reasonably prepared by

managements of both companies based on their best estimates and judgments available at the time. Each of the

TSEG Financial Advisors expresses no opinion with respect to the estimates and judgments (including synergy

analysis) or the assumptions for the estimates and judgments.

The analyses and opinions of each of the TSEG Financial Advisors are only for the information of the board of

directors of the Tender Offeror and for the purpose of considering the Tender Offer Price, and may not be relied upon

or used by any other party and for any other purpose.

The analyses and opinions of each of the TSEG Financial Advisors are based on financial, economic, market and

other conditions as in effect on, and the information made available to such TSEG Financial Advisor as of, the date of

their respective opinions. Although the credit market, finance market and equity market continue to be unstable, the

TSEG Financial Advisors express no opinion with respect to the potential impact on the Tender Offeror, the Target

Company and the Tender Offer Price caused by such unstable conditions. Events occurring after the date of the

respective opinions may have an effect on the analyses and opinions, and the impact of certain conditions existing as

of the date of the respective opinions on the analyses and opinions are difficult to measure. Notwithstanding the

foregoing, none of the TSEG Financial Advisors are obliged to renew, revise or reconfirm their opinion and analyses.

With respect to the Tender Offer, each of the TSEG Financial Advisors will receive fees for their services, a

significant portion of which is contingent upon the closing of the Tender Offer and the Merger. The Company conducted, by taking into consideration the financial analyses of the Tender Offer Price

― 16 ―

were separately submitted by the independent financial advisors, numerous careful and direct discussions and negotiations with the Target Company to whom the financial analyses of the Tender Offer Price were separately submitted by the financial advisors of the Target Company, in addition to the discussions and negotiations between the financial advisors representing the companies, finally took into consideration the trend of the share price of the Target Company and prospects for applying the Tender Offer, etc., and consulted with the legal advisor of the Company, and the Company reached the conclusion that the Tender Offer Price was appropriate, and decided that the Tender Offer Price shall be 480,000 yen per share, at the Company’s Board of Directors meeting held on November 22, 2011. During the course of the above process, the Company examined the results of the due diligence investigation of the Target Company conducted by the Company and by experts with respect to the business, legal affairs, accounting, and taxation, and comprehensively considered several factors, including the effect of the Business Combination, transaction structure, the financial and business situations, the status of assets, and future prospects of the Target Company. As mentioned above, the Company received written opinions (fairness opinions) from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that the Tender Offer Price is fair from a financial point of view to the Company.

Upon determination to start the Tender Offer, with respect to whether or not the terms set forth in the

Business Combination Agreement should be changed, the Company, following consultation with financial advisors and legal advisors, confirmed there was no material fact with respect to the Company and the Target Company to require the amendment of the terms set forth in the Business Combination Agreement within the period from November 22, 2011 to July 10, 2012 when the Company determined to start the Tender Offer.

The Tender Offer Price of 480,000 yen per share adds a premium of 14.01% to 421,000 yen, the closing

price for the common shares of the Target Company in the JASDAQ Standard on November 21, 2011, the business day immediately before November 22, 2011 on which both companies entered into the Business Combination Agreement and announced the Tender Offer Price (percentages to be rounded to the nearest hundredth; the same shall apply hereafter for the calculation of a premium); a premium of 22.65% to 391,350 yen, the simple average of the closing price (any fractions less than one yen to be truncated; the same shall apply hereafter for the calculation of the average price) for the immediately preceding one month period (October 24, 2011 to and including November 21, 2011); a premium of 24.35% to 386,000 yen, the simple average of the closing price for the immediately preceding three month period (August 22, 2011 to and including November 21, 2011); and a premium of 26.75% to 378,686 yen, the simple average of the closing price for the immediately preceding six month period (May 23, 2011 to and including November 21, 2011).

In addition, the Tender Offer Price adds a premium of 4.58% to 459,000yen, the closing price for the

― 17 ―

common shares of the Target Company in the JASDAQ Standard on July 9, 2012, the business day immediately preceding the date of this announcement of the commencement of the Tender Offer.

The Tender Offer Price adds a premium of 31.51% to 365,000 yen, the closing price for the common

shares of the Target Company in the JASDAQ Standard on November 4, 2011, the business day immediately before November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination; a premium of 29.38% to 371,000 yen, the simple average of the closing price for the immediately preceding one month period (October 5, 2011 to and including November 4, 2011); a premium of 25.62% to 382,112 yen, the simple average of the closing price for the immediately preceding three month period (August 5, 2011 to and including November 4, 2011); and a premium of 27.20% to 377,349 yen, the simple average of the closing price for the immediately preceding six month period (May 6, 2011 to and including November 4, 2011).

(ii) Receipt by the Target Company of Reports on the Results of Financial Analyses, and Obtaining

Fairness Opinions from Independent Financial Advisors According to the Target Company Press Release, in connection with the Business Combination

announced on November 22, 2011, in order to support its efforts to ensure the fairness of the Tender Offer Price and the Merger Ratio, the Target Company previously determined to request financial advisors independent from both companies to conduct financial analyses of the Tender Offer Price and the Merger Ratio and appointed Goldman Sachs Japan Co., Ltd. (“Goldman Sachs”), SMBC Nikko Securities Inc. (“SMBC Nikko”), and Moelis & Company UK LLP (“Moelis”) as such financial advisors. Further, according to the Target Company Press Release, as of November 21 and 22, 2011, the Target Company received fairness opinions regarding the Tender Offer Price and the Merger Ratio from each of Goldman Sachs, SMBC Nikko and Moelis.

For details of the relevant financial analysis and fairness opinions about the Tender Offer Price and the Merger Ratio, please see “(8) Overview of Financial Analyses, etc. by Financial Advisors of Target Company” below.

(iii) Retention of Additional Independent Financial Advisors and Advice from Legal Advisors In order for both companies to receive advice upon examination of the Business Combination, including

the Tender Offer and other assistance in realizing the Business Combination, the Company retained JPMorgan Securities Japan Co., Ltd., in addition to the financial advisors independent from both companies who the Company retained and requested financial analyses of the Tender Offer Price as described in “(i) Receipt by the Tender Offeror of Reports on the Results of Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors” above, and the Target Company retained Merrill Lynch Japan Securities Co., Ltd. and Mizuho Securities Co., Ltd., in addition to the financial advisors independent from both companies as described in “(ii) Receipt by the Target Company of Reports on the Results of

― 18 ―

Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors,” respectively, as their independent financial advisors.

Further, in order to ensure that the decision-making process toward the Business Combination, including

the Tender Offer, would be transparent and reasonable, the Company appointed Nagashima Ohno & Tsunematsu and Davis Polk & Wardwell LLP, and the Target Company appointed Nishimura & Asahi, TMI Associates, and Sullivan & Cromwell LLP, as their respective legal advisors, who have been providing the companies with advice on various procedures and measures for the Business Combination including the Tender Offer from a legal perspective.

(4) Material Agreement Related to the Tender Offer Under the Business Combination Agreement and following consultation pursuant to the Business

Combination Agreement, the Company and the Target Company substantially agreed as follows: (i) Overview of the Business Combination Agreement (a) The Tender Offeror and the Target Company shall conduct the Business Combination in the following

order: a. Subject to confirmation, such as that the Japan Fair Trade Commission will not issue cease and

desist orders in connection with the procedures and responses under the APPMMFT regarding the Business Combination, and subject to the acquisition, etc. of the licenses and approvals, etc. of other regulatory authorities, on a date to be separately agreed by both companies, pursuant to the provisions of the Law, the Company shall conduct the Tender Offer for the Target Company’s common shares.

b. In the event the Tender Offer commences, subject to confirmation that the Japan Fair Trade Commission will not issue cease and desist orders, etc. in connection with the procedures and responses under the APPMMFT regarding the Business Combination, and subject to the acquisition, etc. of the licenses and approvals, etc. of other regulatory authorities, the Target Company shall express its opinion in favor of the Tender Offer.

c. After the Tender Offer has been effected, both companies shall execute the Merger Agreement regarding the Merger. The Merger Ratio is as follows.

Company Name The Company The Target Company

Details of the Allotment regarding the Merger

0.2019 1

(Note 4) For each share issued by the Company, 0.2019 shares of the Target Company will be delivered by

allotment. However, regarding the 26,260 treasury shares of the Company, no share of the Target Company will

be delivered by allotment through the Merger.

(Note 5) The number of new common shares to be issued in the Merger is 459,068 shares.

d. After the execution of the Merger Agreement, the Company shall execute the TSEG

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Absorption-Type Split Agreement with the TSE whereby the Company will be the split company and the TSE will be the successor company.

e. After the execution of the Merger Agreement, the Target Company shall newly incorporate the OSE M to be the successor company in the absorption-type split whereby the Target Company will be the split company, and shall execute the OSE Absorption-Type Split Agreement with the OSE M.

f. After the execution of the Merger Agreement, the TSEG Absorption-Type Split Agreement and the OSE Absorption-Type Split Agreement, both companies shall each convene their respective shareholders’ meetings without delay and submit proposals for approval of the Merger Agreement, the TSEG Absorption-Type Split Agreement (with respect to the Company) and the OSE Absorption-Type Split Agreement (with respect to the Target Company), and with respect to the Target Company, a proposal to change the articles of incorporation with details as set forth in the Merger Agreement and a proposal to appoint the director(s) and the accounting auditor(s) of the Target Company as set forth in the Merger Agreement and proposals on other matters separately agreed by both companies as required for the Business Combination, and shall seek approval at the shareholders’ meeting.

g. The effective date of the Merger shall be January 1, 2013, and the effective date of the Companies’ Company Split shall be the date agreed by both companies in consultation with the aim of being the same date as the effective date of the Merger. These effective dates may be changed by agreement of both companies where necessary in the course of proceedings or for other reasons.

(b) After the execution of the Business Combination Agreement and until the effective date of the Merger,

the Tender Offeror and the Target Company shall operate its own business and its subsidiaries’ businesses as well as manage its own assets and its subsidiaries’ assets, with the due care of a good manager, in accordance with the standard, manner and method which are consistent with the past practice, and shall not engage in any activity (including execution of, amendment to, and cancellation of agreement, merger and any other reorganization, amendment to the articles of incorporation, issuance of shares) which would depart from the scope necessary to conduct the ordinary course of business conducted as of the execution date of the Business Combination Agreement, except as separately agreed between the Tender Offeror and the Target Company.

(c) The Tender Offeror and the Target Company shall establish a Combination Preparatory Committee,

shall efficiently and promptly implement work for the Business Combination, and shall properly and appropriately complete the steps required under the APPMMFT, the Act on Special Measures for Industrial Revitalization, business regulations, securities regulations and any other laws and regulations to efficiently implement the Business Combination.

(d) After the execution of the Business Combination Agreement and until the effective date of the Merger,

the Tender Offeror and the Target Company shall not solicit for, discuss, negotiate, enter into an agreement

― 20 ―

(legally binding or not) for or implement business combination or any other transaction aiming to attain the same goal as the Business Combination (including an IPO in the case of the Tender Offeror) with a legal entity operating a stock exchange, without obtaining the prior written consent of the other party.

(e) The overview of the Combined Holding Company as of the effective date of the Merger shall be as follows:

a. The trade name and the English name of the Combined Holding Company shall be separately agreed by the Tender Offeror and the Target Company; provided that the tentative name as of the execution date of the Business Combination Agreement shall be “Japan Exchange Group, Inc.”

b. The head office shall be located in Chuo-ku, Tokyo, and the governance structure shall be “company with committees.”

c. The number and the composition of the directors shall be separately agreed by the Tender Offeror and the Target Company; provided that as of the effective date of the Merger, the President and CEO of the Tender Offeror shall assume the office of CEO (Saikou Keiei Sekininnsha) of the group with a right to represent the Combined Holding Company, and the President and CEO of the Target Company shall assume the office of COO (Saikou Shikkou Sekininsha) of the group with a right to represent the Combined Holding Company.

d. The Combined Holding Company shall aim (i) to have its common shares listed on the First Section of the Tokyo Stock Exchange on the date the Business Combination is completed or promptly thereafter; and (ii) to transfer the market for listing its common shares from the JASDAQ Standard to the First Section of the Osaka Securities Exchange simultaneously with the listing described in (i) above or promptly thereafter.

(f) The Business Combination Agreement shall be terminated prospectively if any of the following events

occur: (i) the Tender Offer is not commenced by the later of either December 31, 2012 or a different date to be separately agreed upon between the Tender Offeror and the Target Company; (ii) the Tender Offer is not effected; (iii) the Tender Offer is effected, but any of the proposal to approve the Merger Agreement, the proposal to approve the OSE Absorption-Type Split Agreement, the proposal to change the articles of incorporation with details set forth in the Merger Agreement, the proposal to appoint directors and accounting auditors of the Target Company as stipulated in the Merger Agreement, or the proposal regarding matters necessary for the Business Combination to be separately agreed upon by the Tender Offeror and the Target Company is rejected at the OSE Approval Shareholder’s Meeting, or any of the proposal to approve the Merger Agreement, the proposal to approve the TSEG Absorption-Type Split Agreement, or the proposal regarding matters necessary for the Business Combination to be separately agreed upon by the Tender Offeror and the Target Company is rejected at the TSE Approval Shareholder’s Meeting; or (iv) the Business Combination is not consummated by the later of either June 30, 2013 or a different date to be separately agreed upon between the Tender Offeror and the Target Company.

(g) Even if the Business Combination Agreement is terminated due to the events (iii) or (iv) of (f) above,

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(i) the Tender Offeror and the Target Company shall continue to consult and make efforts to promptly realize the Business Combination or a business alliance, etc. to be separately agreed upon between the Tender Offeror and the Target Company; (ii) unless otherwise separately agreed upon between the Tender Offeror and the Target Company in writing, the Tender Offeror shall not exercise its shareholder proposal right contrary to the purpose of the Business Combination at any of the Target Company’s shareholders’ meeting, and shall exercise all of its voting rights of the Target Company shares it owns to approve a proposal to appoint directors, a proposal to appoint statutory auditors, and a proposal to distribute surplus (however, if any of these proposals are contrary to the purpose of the Business Combination, the Tender Offeror and the Target Company shall consult with each other in advance), and other proposals not contrary to the purpose of the Business Combination that the board of directors of the Target Company will submit at its shareholders’ meetings (except where it is reasonably obvious that abiding by this provision will result in a breach of the duty of care of a good manager by the Tender Offeror’s directors); (iii) in order to realize a governance structure for the Combined Holding Company agreed upon in the Business Combination Agreement, the Tender Offeror shall submit a proposal to approve an agreement for the Business Combination with necessary modifications upon mutual consultation between the Tender Offeror and the Target Company (however, the Tender Offeror or the Target Company shall not unreasonably withhold or reject such modifications) to the Tender Offeror’s shareholders’ meeting (including not only ordinary shareholders’ meetings but also extraordinary shareholders’ meetings; the same shall apply hereinafter) to be held each time after the execution of such agreement; (iv) the Tender Offeror shall hold an extraordinary shareholders’ meeting promptly after the termination of the Business Combination Agreement, submit a proposal to appoint directors under which the President & CEO of the Target Company shall be a candidate for director of the Tender Offeror for their approval (however, where it is possible to submit the proposal to appoint directors in an ordinary shareholders’ meeting to be held promptly after the termination of the Business Combination Agreement, the Tender Offeror shall submit for their approval such proposal at the ordinary shareholders’ meeting, instead of the extraordinary shareholders’ meeting), and if the proposal to appoint directors is rejected at the shareholders’ meeting, the Tender Offeror shall continue to submit proposals to appoint directors under which one person to be reasonably determined upon mutual consultation between the Tender Offeror and the Target Company shall be a candidate for director of the Tender Offeror for all of the Tender Offeror’s shareholders’ meetings to be held up to the date to be separately agreed upon between the Tender Offeror and the Target Company in writing upon mutual consultation, until such proposal is approved; and (v) the Tender Offeror shall not engage in any action which is substantially detrimental to the meaning of the matters set forth in (i) to (iv) above (including, without limitation, removal of any director or statutory auditor of the Target Company in office as of the date of execution of the Business Combination Agreement from its office) until the date to be separately agreed upon in writing between the Tender Offeror and the Target Company upon mutual consultation.

(ii) Schedule of the Business Combination

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Schedule of the Business Combination after the Tender Offer has been effected is as follows: Record date for the TSE and OSE Approval Shareholders’ Meeting Autumn 2012 Execution of the Merger Agreement Execution of the Company Absorption-Type Split Agreement Incorporation of the OSE M Execution of the OSE Absorption-Type Split Agreement OSE Approval Shareholders’ Meeting TSE Approval Shareholders’ Meeting Effective Date of the TSEG Absorption-Type Split January 1, 2013 Effective Date of the Merger January 1, 2013 Effective Date of the OSE Absorption-Type Split January 1, 2013

(iii) Status after the Business Combination a. Summary of the Combined Holding Company

Trade Name Japan Exchange Group, Inc. (tentative name)

Details of the Business Management of a Stock Company-Type Financial Instruments Exchange

Location of the Head Office Chuo-ku, Tokyo

Type of Company Company with Committees

Last day of the Fiscal Year March 31

The number and the composition of the directors of the Combined Holding Company as of the effective date of the Merger shall be the persons agreed by both companies upon mutual consultation up to the execution of the Merger Agreement (however, the President and CEO of the Company and the President and CEO of the Target Company shall be included, and the number of outside directors respectively appointed by both companies shall be the same). As of the effective date of the Merger, the President and CEO of the Company is scheduled to assume the office of CEO (Saikou Keiei Sekininsha) of the group with a right to represent the Combined Holding Company, and the President and CEO of the Target Company is scheduled to assume the office of COO (Saikou Shikkou Sekininsha) of the group with a right to represent the Combined Holding Company.

b. Summary of the Reorganization after the Business Combination Regarding a reorganization of the subsidiaries to be conducted promptly after the Merger, considering the

intentions of the market users, the Combined Holding Company shall form a group company where the TSE will be a cash equities market operating company; the OSE M will be a derivatives market operating company; the Tokyo Stock Exchange Regulation will be a self-regulatory corporation; and the Japan Securities Clearing Corporation will be a clearing organization.

(5) Likelihood of and Reasons for Delisting (i) Tender Offer In relation to the Tender Offer, because the Tender Offeror has set the upper limit of shares to be

purchased (179,999 shares (Holding Ratio: 66.67%)) in the Tender Offer, there is no likelihood that the Target Company’s common shares listed on the JASDAQ Standard will be delisted.

― 23 ―

(ii) Merger In relation to the Merger, there is a possibility that the Target Company’s common shares will be

considered an issue in the grace period for ceasing to be a substantial surviving company due to a merger, etc., in accordance with the criteria for the delisting of shares from JASDAQ Standard.

In this regard, both companies have agreed that the Combined Holding Company will aim (i) to have its common shares listed on the First Section of the Tokyo Stock Exchange on the date the Business Combination is completed or promptly thereafter; and (ii) to transfer the market for listing its common shares from the JASDAQ Standard to the First Section of the Osaka Securities Exchange simultaneously with the listing described in (i) above or promptly thereafter.

(6) Basis for Financial Analyses of the Details of the Allotment under the Merger As described in “(ii) Management Policy after the Tender Offer” of “(2) Decision Making Process

Concerning the Tender Offer and Management Policy after the Tender Offer”, after the Tender Offer comes into effect, both companies shall execute the Merger Agreement. The Merger Ratio is as follows.

Company Name The Company The Target Company

Details of the Allotment regarding the Merger

0.2019 1

Number of New Shares to be Issued in the Merger

Common shares: 459,068 shares

(Note 6) For each share issued by the Company, 0.2019 shares of the Target Company will be delivered by

allotment. However, regarding the 26,260 treasury shares of the Company, no share of the Target Company will be

delivered by allotment through the Merger.

In order to support their respective efforts to ensure the fairness of the Merger Ratio (for each common share issued by the Company, 0.2019 common shares of the Target Company will be delivered by allotment), the Company requested financial advisors independent from both companies conduct a financial analysis of the Merger Ratio. The Company has received reports on their financial analysis results from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM.

In addition, the Company received written opinions (fairness opinions) dated November 21, 2011, from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that the Merger Ratio is fair from a financial point of view to the shareholders of the Company, based upon and subject to the principal assumptions of the three companies (Note 7) as well as other individual conditions unique to the each respective company, as described below.

Mitsubishi UFJ Morgan Stanley analyzed the Merger Ratio by performing valuation analyses based on the Comparable Companies Analysis, DCF Analysis, and Contribution Analysis and comprehensively considered the results of such analyses.

The following table summarizes the ranges of the Merger Ratio under the Comparable Companies Analysis, DCF Analysis and Contribution Analysis conducted by Mitsubishi UFJ Morgan Stanley

― 24 ―

(assuming that the per share value of the Target Company’s common shares is set at 1).

Methodology Range of the Merger Ratio

(a) Comparable Companies Analysis 0.128 - 0.175

(b) DCF Analysis 0.184 - 0.230

(c) Contribution Analysis 0.146 - 0.304

(a) Comparable Companies Analysis: 0.128 - 0.175 The Comparable Companies Analysis resulted in a merger ratio between the Company’s and the Target

Company’s common shares ranging from 0.128 - 0.175 by evaluating the equity value of the Company and the Target Company through a comparison with financial indexes including share price and profitability of overseas listed exchanges operating a relatively similar business to those of the Company and the Target Company (the “Comparable Companies” in this paragraph). Mitsubishi UFJ Morgan Stanley selected NYSE Euronext, Inc., ASX Limited, The NASDAQ OMX Group, Inc., London Stock Exchange Group plc, TMX Group Inc., and Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. as the Comparable Companies to the Company. Also, Mitsubishi UFJ Morgan Stanley selected CME Group Inc., IntercontinentalExchange, Inc., and CBOE Holdings, Inc. as the Comparable Companies to the Target Company.

(b) DCF Analysis: 0.184 - 0.230 The DCF Analysis resulted in a merger ratio between the Company’s and the Target Company’s common

shares ranging from 0.184 - 0.230 by analyzing the enterprise value and equity value of the Company and the Target Company using the present value of free cash flows which the Company and the Target Company is expected to produce in the future, discounted at a certain level of discount rate, based on the earnings projections of the Company and the Target Company, taking into consideration various factors including management projections obtained from the Company and the Target Company, the latest business performance of the Company and the Target Company including trends in key performance indicators, various IR materials disclosed by the Company and the Target Company, analyst reports regarding the Target Company, and results of due diligence conducted on the Company and the Target Company, and other information disclosed to the public, etc. With respect to the methodology to analyze the terminal value, Mitsubishi UFJ Morgan Stanley adopted the Perpetual Growth Method. 5.0-7.0% of the discount rate and (0.5)% - 0.5% of perpetual growth rate were used for the DCF Analysis on the Company and the Target Company.

(c) Contribution Analysis: 0.146 - 0.304 The Contribution Analysis resulted a merger ratio between the Company’s and the Target Company’s

common shares ranging from 0.146 - 0.304 by analyzing the financial contribution to the Combined Holding Company in terms of the key financial indexes such as operating revenue, operating profit, net

― 25 ―

income and net asset of the Company and the Target Company. For assumptions and disclaimers regarding the analyses and opinion by Mitsubishi UFJ Morgan Stanley,

please see Note 7 below. Nomura Securities performed a market approach analysis, DCF analysis and contribution analysis with

respect to the Company and the Target Company. The calculation results for each of the aforementioned methods are set forth below. The calculated range of the Merger Ratio provided below show the ranges of the number of shares of the Target Company’s common shares that are to be allotted for each share of the Company’s common shares.

Methodology Range of the Merger Ratio

(a) Market Approach Analysis 0.084 – 0.237

(b) DCF Analysis 0.193 – 0.254

(c) Contribution Analysis 0.134 – 0.262

(a) Market Approach Analysis: 0.084 – 0.237 In the market approach analysis, the Merger Ratio was calculated to be 0.084 – 0.237 based on the results

of per share values of the Company’s common shares under the comparable peer company analysis and the per share values of the Target Company’s common shares under the average market price analysis and comparable peer company analysis. Under the comparable peer company analysis, equity values of the Company and the Target Company were evaluated through a comparison with financial indexes including share price and profitability of overseas listed exchanges operating a relatively similar business to the Company and Target Company (the “Comparable Companies” in this paragraph). Nomura Securities selected The NASDAQ OMX Group, Inc., London Stock Exchange Group plc, Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. and ASX Limited. as the Comparable Companies for the Company and CBOE Holdings, Inc., CME Group Inc. and IntercontinentalExchange, Inc. for the Target Company. The average market price analysis was based on the JASDAQ Standard closing share price of the Target Company’s common shares on November 4, 2011, the Record Date, which was the last trading day prior to November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination (365,000 yen) and the simple average of the closing share prices for each of the one-week (369,100 yen), one-month (371,000 yen), three-month (382,113 yen), and six-month (377,349 yen) periods up to and including the Record Date.

(b) DCF Analysis: 0.193 – 0.254 The DCF analysis is a method of analyzing the enterprise values and equity values of the Company and

the Target Company by discounting the free cash flows which the Company and the Target Company are expected to generate in the future on a stand-alone basis, to the present value using a certain discount rate (e.g., costs of capital applicable to the Company and the Target Company, etc.), based on the projected

― 26 ―

earnings and the investment plans as set forth in their business plans, the Company’s and the Target Company’s latest business performances, including trends in major business indices, interviews with the management of the Company and the Target Company, results of due diligence investigations, and other publicly disclosed information, as well as various other factors; based on this method, the Merger Ratios was calculated to be 0.193 – 0.254. In evaluating the value of the free cash flows after the earnings projection period, (i) Perpetual Growth Method and (ii) Terminal Multiple Method were used. Perpetual growth rates ranging from -0.25 to +0.25% for both the Company and the Target Company were used under the Perpetual Growth Method and EBITDA multiples ranging from 4.5x to 6.5x for the Company and from 6.0x to 8.0x for the Target Company were used under the Terminal Multiple Method. Also, discount rates ranging from 5.50% to 6.50% for the Company and from 5.75% to 6.75% for the Target Company were used.

(c) Contribution Analysis: 0.134 – 0.262 In the contribution analysis, the Merger Ratio was calculated to be 0.134 – 0.262 based on the level of

relative financial contribution of the Company and the Target Company to a newly merged group in terms of Operating Revenue, EBITDA, Operating Income, Ordinary Income, Net Income and Shareholders' Equity.

For assumptions and disclaimers regarding the calculations and opinion on the Merger Ratio by Nomura

Securities, please see Note 7 below. Daiwa Securities CM analyzed the Merger Ratio based on the Market Approach and the DCF analysis.

The following table summarizes the result of the analyses of the Merger Ratio based on each of the foregoing methods. Each of the Merger Ratio ranges below represents the range of the number of shares of the Target Company’s common shares that are to be allotted for each of the Company’s common shares.

Methodology Range of the Merger Ratio

(a) Market Approach 0.131 – 0.346

(b) DCF Analysis 0.164 – 0.308

(a) Market Approach : 0.131 – 0.346 In performing the Market Approach, Daiwa Securities CM analyzed the Merger Ratio based on the per

share values of both companies’ common shares calculated by (1) the market price analysis, which was applied only to the Target Company, and (2) the comparable companies analysis, which was applied to the Company and the Target Company, respectively. The range of the Merger Ratio is calculated to be 0.131 – 0.346.

In performing the market price analysis, Daiwa Securities CM set (1) November 4, 2011, (hereinafter in this paragraph referred to as the “Record Date (i)”), which was the last trading day prior to November 7,

― 27 ―

2011, on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussion regarding the Business Combination and (2) July 4, 2011, (hereinafter in this paragraph referred to as the “Record Date (ii)”), which was the last trading day prior to July 5, 2011, on which the news media reported speculation regarding the Tender Offer, as the record dates, and conducted calculations based on the simple average of the closing market price of the Target Company’s common shares on the JASDAQ Standard for the one-month and three-month periods ending on the Record Date (i) and the Record Date (ii), respectively (regarding the Record Date (i), the simple averages were 371,000 yen and 382,113 yen, for the one month and three month periods, respectively, and regarding the Record Date (ii), the simple averages were 345,024 yen and 378,697 yen, for the one month and three month periods, respectively).

In performing the comparable companies analysis, Daiwa Securities CM calculated the range of per share values of both companies’ common shares through a comparison with financial indexes, including market share price and profitability of listed companies relatively similar to the Company and the Target Company, respectively. Regarding the Company, those are NYSE Euronext, NASDAQ OMX Group, Inc., TMX Group, Inc., London Stock Exchange Group Plc and Bolsas y Mercados Españoles. Regarding the Target Company, those are CME Group, Inc., IntercontinentalExchange, Inc., and CBOE Holdings, Inc.. Daiwa Securities CM conducted this calculation based on financial forecasts on a stand-alone basis, that were provided by the Target Company.

(b) DCF Analysis : 0.164 – 0.308 The DCF analysis resulted in the Merger Ratio ranging from 0.164 to 0.308 by analyzing the enterprise

value and the per share value of both companies using the present value of free cash flows on a stand-alone basis which both companies are expected to produce in the future, discounted at a certain level of discount rate, based on the earnings projections of both companies on a stand-alone basis, the latest business performance of both companies including trends in major business indices, results of interviews and due diligence investigations conducted on both companies, and other information disclosed to the public, etc. Daiwa Securities CM calculated the value of the free cash flows which both companies are expected to generate after the projection period based on the Perpetual Growth Method by regarding the free cash flows as a terminal value. The perpetual growth rate range which Daiwa Securities CM used was -1.00 – +1.00, and the discount rate range was 5.48 – 7.48.

For assumptions and disclaimers regarding the analyses and opinion on the Merger Ratio by Daiwa

Securities CM, please see Note 7 below. (Note 7)

― 28 ―

In delivering the respective written opinions to the board of directors of the Tender Offeror and analyzing the above

ranges of the Merger Ratio as the basis thereof, each of Mitsubishi UFJ Morgan Stanley, Nomura Securities and

Daiwa Securities CM (hereinafter, each referred to as a “TSEG Financial Advisor” and, collectively, the “TSEG

Financial Advisors”, in this Note) relied on the information provided by and discussed with both companies, other

relevant information reviewed by such TSEG Financial Advisor or reviewed for the benefit of the TSEG Financial

Advisors, and publicly available information. Each of the TSEG Financial Advisors assumed that all such

information was accurate and complete and that no information was undisclosed to such TSEG Financial Advisor,

which may have a material adverse effect on the analyses of the ranges of the Merger Ratio, and therefore none of the

TSEG Financial Advisors independently verified the accuracy or completeness of such information (in addition, the

TSEG Financial Advisors are not responsible for independent verification or obliged to verify independently).

None of the TSEG Financial Advisors have independently valued or appraised, nor has such TSEG Financial

Advisor received any valuations or appraisals from third party institutions on, assets or liabilities (including

off-balance sheet assets and liabilities, and other contingent liabilities) of either company or their respective affiliated

companies. In addition, each of the TSEG Financial Advisors assumed that the information relating to business,

operations, financial condition, financial forecasts and anticipated synergies has been reasonably prepared by

managements of both companies based on their best estimates and judgments available at the time. Each of the

TSEG Financial Advisors expresses no opinion with respect to the estimates and judgments (including synergy

analysis) or the assumptions for the estimates and judgments.

The analyses and opinions of each of the TSEG Financial Advisors are only for the information of the board of

directors of the Tender Offeror and for the purpose of considering the Merger Ratio, and may not be relied upon or

used by any other party and for any other purpose. Each of the TSEG Financial Advisors expresses no opinion or

recommendation as to how the shareholders of the Tender Offeror should vote or act at the shareholders' meetings to

be held in connection with the Merger.

The analyses and opinions of each of the TSEG Financial Advisors are based on financial, economic, market and

other conditions as in effect on, and the information made available to such TSEG Financial Advisor as of, the date of

their respective opinions. Although the credit market, finance market and equity market continue to be unstable, the

TSEG Financial Advisors express no opinion with respect to the potential impact on the Tender Offeror, the Target

Company, and the Merger Ratio caused by such unstable conditions. Events occurring after the date of the respective

opinions may have an effect on the analyses and opinions, and the impact of certain conditions existing as of the date

of the respective opinions on the analyses and opinions are difficult to measure. Notwithstanding the foregoing, none

of the TSEG Financial Advisors are obliged to renew, revise or reconfirm their opinion and analyses.

With respect to the Merger, each of the TSEG Financial Advisors will receive fees for their services, a significant

portion of which is contingent upon the closing of the Tender Offer and the Merger.

It should be noted that the financial projections of the Company, which the financial advisors of the

Company used as the basis for their financial analyses in connection with the DCF method/analysis, include fiscal years with significant increases in profit compared to the immediately preceding fiscal year. These increases mainly reflect changes in the economic environment, an enhancement of market infrastructure,

― 29 ―

and an increase in transaction values and trading volume due to an expansion in the variety of products, together with the Company’s continuous effort to reduce costs and so forth.

In addition, according to the Target Company Press Release, in connection with the Business Combination announced on November 22, 2011, in order to support its efforts to ensure the fairness of the Tender Offer Price and the Merger Ratio, the Target Company previously determined to request financial advisors independent from both companies to conduct financial analyses of the Tender Offer Price and the Merger Ratio and appointed Goldman Sachs, SMBC Nikko, and Moelis as such financial advisors. Further, according to the Target Company Press Release, as of November 21 and 22, 2011, the Target Company received fairness opinions regarding the Tender Offer Price and the Merger Ratio from each of Goldman Sachs, SMBC Nikko and Moelis.

For the details of the financial analyses of the Tender Offer Price and the Merger Ratio and the fairness opinions, please see “(8) Overview of Financial Analyses, etc. by Financial Advisors of Target Company” below.

After numerous careful discussions and negotiations between both companies, the companies reached the

conclusion that the Merger Ratio (for each common share issued by the Company, 0.2019 common shares of the Target Company will be delivered by allotment) is appropriate, and decided the Merger Ratio (for each common share issued by the Company, 0.2019 common shares of the Target Company will be delivered by allotment), at the companies’ respective Board of Directors meetings held on November 22, 2011. During the course of the above process, both companies referred to the financial analyses of the Merger Ratio (for each common share issued by the Company, 0.2019 common shares of the Target Company will be delivered by allotment) submitted by their respective financial advisors, examined the results of the due diligence investigation conducted by both companies on each other, and comprehensively considered factors, including the financial and business situations, the status of assets, and future prospects, etc., of both companies.

(7) Measures to Resolve the Problems under the APPMMFT The Company or the Target Company shall take certain measures to resolve the concern as to the

APPMMFT, pointed out in the process of examination by the Japan Fair Trade Commission in connection with the Company’s acquisition of the shares of the Target Company through the Tender Offer (the “Acquisition of Shares”). The major contents of the measures to resolve the concern are as follows:

(i) Measures to Resolve Problems about Business related to Listing in Emerging Markets The Company and the Target Company shall each adopt a measure prescribing that from the date of

implementation of the Acquisition of Shares, the settlement, abolishment and change of the amount of the fee for businesses related to the listing of domestic companies in their emerging markets shall be subject to the approval of the Market Structure Committee, established, respectively, as the advisory body for the board of directors of the TSE and the Target Company.

Also, the period to conduct the relevant measure shall not be set, and if the combination, etc. of the

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emerging market operating companies is conducted as to the Company, the Target Company and the Combined Holding Company after the Acquisition of Shares, the advisory board shall be established, which is substantially equal to the current Market Structure Committee, in regard to its scale, attributes of its members and its functions, and the settlement, abolishment and change of the amount of the fee for businesses related to the listing of domestic companies in their emerging markets shall be subject to the approval of the relevant advisory board as well.

(ii) Measures to Resolve Problems about Business related to Trading of Cash Equities The Company and the Combined Holding Company, and the Japan Securities Clearing Corporation

promise to provide, even after the Acquisition of Shares, the clearing business of the Japan Securities Clearing Corporation related to the trading of cash equities (the “Clearing Business”) under the terms and conditions that are not substantially discriminatory and do not create a competitive disadvantage compared with the terms and conditions under which the Clearing Business is provided to the Combined Holding Company group, to the business operators who currently receive the Clearing Business and the business operators who wish to receive the Clearing Business from the Japan Securities Clearing Corporation.

(iii) Measures to Resolve Problems about Business related to Trading of Stock Index Futures Upon implementation of the Acquisition of Shares, the Company and the Combined Holding Company

shall take the measures in the following (a) through (c): (a) To grant NYSE Liffe, under reasonable terms and conditions, the license for use of TOPIX

within the time period of 9:00 to 15:00, Japan time (the time period of 10:00 to 15:00, Japan time, in cases other than British Summer Time), no later than the date of implementation of the Acquisition of Shares, so that the said stock exchange can conduct the business related to trading of TOPIX futures /within the Asian time zone;

(b) To lower the amount of license fee incurred by NYSE Liffe concerning the use of TOPIX, if NYSE Liffe desires, to the amount equal to or lower than the current level; and

(c) To newly grant NYSE Liffe, under reasonable terms and conditions, if NYSE Liffe desires, the license for use of the stock index concerning TOPIX, for which the license has not been granted so far.

(8) Overview of Financial Analyses, etc. by Financial Advisors of Target Company According to the Target Company Press Release, in connection with the Business Combination

announced on November 22, 2011, in order to support its efforts to ensure the fairness of the Tender Offer Price and the Merger Ratio, the Target Company previously determined to request financial advisors independent from both companies to conduct financial analyses of the Tender Offer Price and the Merger Ratio and appointed Goldman Sachs, SMBC Nikko, and Moelis as such financial advisors. Further, according to the Target Company Press Release, as of November 21 and 22, 2011, the Target Company received fairness opinions regarding the Tender Offer Price and the Merger Ratio from each of Goldman Sachs, SMBC Nikko and Moelis.

The Target Company Press Release included the following statements regarding the financial analyses of

― 31 ―

the Tender Offer Price and the Merger Ratio and the fairness opinion by each of its independent financial advisors.

In addition, in the quotations from the “Receipt by the Company of Reports on the Results of the Financial

Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors” and the “Overview of Fairness Opinions Obtained by the Company from Independent Financial Advisors” below, “Company” shall mean the Target Company.

<Quotations from “Receipt by the Company of Reports on the Results of the Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors”>

<Goldman Sachs> (1) Tender Offer Price

Goldman Sachs, as part of preparing the financial analysis report (santei-sho) regarding OSE’s common stock dated November 22, 2011 (the “Goldman Sachs Common Stock Report”), performed a historical stock price analysis, a discounted cash flow (“DCF”) analysis, and a comparable companies analysis. The DCF analysis and comparable companies analysis were based on financial projections for OSE prepared by the management of OSE, as approved for Goldman Sachs’ use by OSE, and publicly available information. The respective analyses resulted in a range of implied values per share of OSE shown below. 1. Historical Stock Price Analysis: JPY325,000 - JPY482,500

In performing the historical stock price analysis, Goldman Sachs used November 4, 2011 as the base date and, based upon publicly available information, reviewed the closing market prices of OSE common stock for the 52 week period ending on such date. 2. DCF Analysis: JPY451,647 - JPY666,811

In performing the DCF analysis, Goldman Sachs used the financial projections for OSE prepared by the management of OSE, as approved for Goldman Sachs’ use by OSE, and OSE’s net debt as of September 30, 2011 per OSE’s Second Quarter Financial Report (Dai-ni Shinanki Houkoku-sho) for the second fiscal quarter ended September 30, 2011. Goldman Sachs calculated an illustrative range of values of OSE common stock based on a discounting of future free cash flow of OSE for the projected years using a range of discount rates with a mid-point of 6.0%, reflecting an estimate of OSE’s weighted average cost of capital. Goldman Sachs calculated illustrative terminal values in the final projected year by applying a range of perpetuity growth rates with a mid-point of 0.0%. These illustrative terminal values were then discounted to calculate implied present values of OSE common stock using a range of discount rates with a mid-point of 6.0%. 3. Comparable Companies Analysis: JPY195,313 - JPY538,377

In performing the comparable companies analysis, Goldman Sachs analyzed and compared certain financial multiples for OSE to corresponding multiples for the following publicly traded corporations in the global exchange industry (collectively referred to as the selected companies): Deutsche Boerse AG, NYSE Euronext, ASX Limited, The NASDAQ OMX Group, Inc., London Stock Exchange Group plc, TMX Group Inc.,

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Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A., CME Group Inc., IntercontinentalExchange, Inc. and CBOE Holdings, Inc. While not directly comparable to OSE, the selected companies are engaged in businesses that for purposes of analysis may be considered similar to OSE. Goldman Sachs used November 21, 2011 as the base date and calculated the implied value of OSE common stock by applying the range of the selected companies’ fiscal year 2011 and 2012 estimated certain multiples, based on the most recent publicly available information, to corresponding financial items for OSE based on the financial projections for OSE prepared by the management of OSE, as approved for Goldman Sachs’ use by OSE. (2) Merger Ratio

Goldman Sachs, as part of preparing the financial analysis report (santei-sho) regarding the Merger Ratio dated November 22, 2011 (the “Goldman Sachs Merger Ratio Report”), performed a contribution analysis, a DCF analysis, and a comparable companies analysis, giving effect to the financial impact of the Tender Offer on the Tender Offeror. Goldman Sachs assumed that the Tender Offeror will acquire 135,001-179,999 shares of OSE common stock at JPY480,000 per share through the Tender Offer. The respective analyses resulted in a range of the Merger Ratio shown below. The below range of the Merger Ratio is for a number of shares of OSE common stock to be issued in exchange for one share of the Tender Offeror common stock. 1. Contribution Analysis: 0.185 - 0.285

In performing the contribution analysis, Goldman Sachs reviewed recurring net income, net assets and EBITDA of each of OSE and the Tender Offeror. The contribution analysis was based on publicly available historical financials of OSE and the Tender Offeror, and certain internal financial analyses and forecasts for OSE prepared by the management of OSE and for the Tender Offeror prepared by its management and adjusted by the management of OSE (collectively, the “Forecasts”) as approved for Goldman Sachs’ use by OSE. 2. DCF Analysis: 0.195 - 0.222

In performing the DCF analysis, Goldman Sachs used the Forecasts, OSE’s net debt of as of September 30, 2011 per OSE’s Second Quarter Financial Report (Dai-ni Shinanki Houkoku-sho) for the second fiscal quarter ended September 30, 2011, and the Tender Offeror’s net debt as of September 30, 2011 per the Tender Offeror’s Second Quarter Financial Statement (Dai-ni Shihanki Kessan Tanshin) for the second fiscal quarter ended September 30, 2011. Goldman Sachs calculated an illustrative range of values of the common stock of each of OSE and the Tender Offeror, based on a discounting of future free cash flow of OSE for the projected years using a range of discount rates with a mid-point of 6.0%, reflecting an estimate of OSE’s weighted average cost of capital, and of the Tender Offeror for the projected years using a range of discount rates with a mid-point of 5.0%, reflecting an estimate of the Tender Offeror’s weighted average cost of capital. Goldman Sachs calculated illustrative terminal values in the final projected year by applying a range of perpetuity growth rates with a mid-point of 0.0% for both OSE and the Tender Offeror. These illustrative terminal values were then discounted to calculate implied present values of common stock using a range of

― 33 ―

discount rates with a mid-point of 6.0% for OSE and 5.0% for the Tender Offeror. 3. Comparable Companies Analysis: 0.144 - 0.230

In performing the comparable companies analysis, Goldman Sachs selected, from publicly traded corporations in the global exchange industry, Deutsche Boerse AG, NYSE Euronext, ASX Limited, The NASDAQ OMX Group, Inc., London Stock Exchange Group plc, TMX Group Inc., Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A., CME Group Inc., IntercontinentalExchange, Inc. and CBOE Holdings, Inc. as comparable companies of OSE (collectively referred to as the OSE selected companies), and Deutsche Boerse AG, NYSE Euronext, ASX Limited, The NASDAQ OMX Group, Inc., London Stock Exchange Group plc, TMX Group Inc. and Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. as comparable companies of the Tender Offeror (collectively referred to as the Tender Offeror selected companies). While not directly comparable to OSE or the Tender Offeror, respectively, each of the OSE selected companies and the Tender Offeror selected companies is engaged in businesses that for purposes of analysis may be considered similar to OSE or the Tender Offeror, respectively. Goldman Sachs used November 4, 2011 as the base date and calculated the implied value of the shares of common stock of OSE and the Tender Offeror, respectively, by applying the range of the OSE selected companies’ and the Tender Offeror selected companies’ fiscal year 2011 and 2012 estimated certain multiples, based on the most recent publicly available information, to corresponding financial items for OSE and the Tender Offeror, respectively, based on the Forecasts. (3) Supplementary Note

Goldman Sachs provided its advisory services, the Goldman Sachs Common Stock Report and the Goldman Sachs Merger Ratio Report (the Goldman Sachs Common Stock Report and the Goldman Sachs Merger Ratio Report are collectively referred as the “Goldman Sachs Reports”) solely for the information and assistance of the Board of Directors of OSE in connection with the Business Combination. The Goldman Sachs Reports do not constitute a recommendation as to whether or not any holder of shares of common stock of OSE should tender such shares in connection with the Tender Offer or how any such holder of shares should vote with respect to the Merger or any other matter. Goldman Sachs did not recommend any specific tender offer price or merger ratio to OSE, or that any specific tender offer price constituted the only appropriate tender offer price, or that any specific merger ratio constituted the only appropriate merger ratio.

The Goldman Sachs Reports are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of November 21, 2011, and Goldman Sachs assumes no responsibility for updating, revising or reaffirming the Goldman Sachs Reports based on circumstances, developments or events occurring after the date thereof. No such updating, revising or reaffirming has been conducted and therefore the Goldman Sachs Reports should be evaluated in the context only of the circumstances and market conditions existing as of November 21, 2011. Goldman Sachs assumed with the consent of OSE that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of OSE. Except as otherwise noted, the quantitative information used in the Goldman Sachs Reports, to the extent it is based on market data, is based

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on market data as it existed on or before November 21, 2011 and is not necessarily indicative of current market conditions. (Note) The following is additional information on the assumptions made, procedures followed, matters considered and limitations on the work undertaken in connection with preparing the Goldman Sachs Reports, the Goldman Sachs Fairness Opinion (defined below in “(ii) Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors”) < Note by the Tender Offeror: “(ii) Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors” refers to “(ii) Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors in the Target Company Press Release. In this press release, please refer to quotations from, “Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors” below.> and the financial analyses supporting such Goldman Sachs Fairness Opinion (such financial analyses, together with the Goldman Sachs Fairness Opinion, the “Goldman Sachs Fairness Materials”).

Goldman Sachs and its affiliates (collectively, the “Goldman Sachs Group”) are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, the Goldman Sachs Group may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of third parties, OSE, TSE Group and any of their respective affiliates or any currency or commodity that may be involved in the transactions contemplated by the Agreement (“Transaction”) for their own account and for the accounts of their customers. As described above in “1. Summary of the Tender Offeror (as of March 31, 2012) (7) Major Shareholder and the Shareholding Ratio”, as of the fiscal year ended March 31, 2012, < Note by the Tender Offeror: “1. Summary of the Tender Offeror (as of March 31, 2012) (7) Major Shareholder and the Shareholding Ratio” refers to “1. Summary of the Tender Offeror (as of March 31, 2012) (7) Major Shareholder and the Shareholding Ratio” in the Target Company Press Release. > Goldman Sachs held 2.61% of the issued and outstanding common shares of the Tender Offeror. Goldman Sachs has acted as financial advisor to OSE in connection with, and has participated in certain of the negotiations leading to, the Transaction. Goldman Sachs expects to receive fees for its services in connection with the Transaction, a principal portion of which is contingent upon consummation of the Transaction, and OSE has agreed to reimburse Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of Goldman Sachs’ engagement. The Goldman Sachs Group may in the future provide investment banking services to OSE, TSE Group and their respective affiliates for which the Investment Banking Division of the Goldman Sachs Group may receive compensation.

In connection with preparing the Goldman Sachs Reports and the Goldman Sachs Fairness Materials,

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Goldman Sachs has reviewed, among other things, the Agreement; the Annual Securities Report (Yuka Shoken Hokoku-sho) of OSE for the five fiscal years ended March 31, 2011; the Second Quarter Securities Report (Dai-ni Shihanki Houkoku-sho) of OSE for the second fiscal quarter ended September 30, 2011; financial statements (Kessan Tanshin) of TSE Group for the four fiscal years ended March 31, 2011 and of Tokyo Stock Exchange, Inc. for the fiscal year ended March 31, 2007; quarterly financial statements (Dai-ni Shihanki Kessan Tanshin) of TSE Group for the second fiscal quarter ended September 30, 2011; certain other communications from OSE and TSE Group to their respective shareholders; certain publicly available research analyst reports for OSE; the Forecasts; and certain cost savings and operating synergies projected by the management of the Company to result from the Transaction, as approved for our use by the Company (the “Synergies”). Goldman Sachs has also held discussions with members of the senior managements of OSE and TSE Group regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of OSE and TSE Group; reviewed the reported price and trading activity for the shares of common stock of OSE; compared certain financial and stock market information for OSE and financial information for TSE Group with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the global exchange industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of performing its financial analyses, preparing the Goldman Sachs Reports and the Goldman Sachs Fairness Materials, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs. In that regard, Goldman Sachs has assumed with OSE’s consent that the Forecasts and the Synergies have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of OSE. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of OSE or TSE Group or any of their respective subsidiaries and, Goldman Sachs has not been furnished with any such evaluation or appraisal. Goldman Sachs has assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on OSE or TSE Group on the expected benefits of the Transaction in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs also has assumed that the Transaction (including the Tender Offer and the Merger) will be consummated on the terms set forth in the Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to Goldman Sachs’ analysis.

The Goldman Sachs Reports and the Goldman Sachs Fairness Materials do not address the underlying business decision of OSE to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to OSE; nor do they address any legal, regulatory, tax or

― 36 ―

accounting matters. Goldman Sachs was not requested to solicit and did not solicit interest from other parties with respect to an acquisition of or other business combination with OSE. The Goldman Sachs Fairness Opinion addresses only the fairness from a financial point of view, as of the date hereof, (i) of the Merger Ratio pursuant to the Agreement to OSE and (ii) of the Tender Offer Price to be paid to the holders of shares of common stock of OSE (other than TSE Group and its affiliates) in the Tender Offer assuming that the Merger is consummated pursuant to the Agreement. Goldman Sachs does not express any view on, and the Goldman Sachs Fairness Materials do not address, any other term or aspect of the Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Agreement or entered into or amended in connection with the Transaction, including, without limitation, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of OSE; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of OSE, or class of such persons, in connection with the Transaction, whether relative to the Merger Ratio pursuant to the Agreement, the Tender Offer Price to be paid to the holders of shares of common stock of OSE in the Tender Offer pursuant to the Agreement or otherwise. Goldman Sachs is not expressing any opinion as to the prices at which the shares of common stock of OSE will trade at any time or as to the impact of the Transaction on the solvency or viability of OSE or TSE Group or the ability of OSE or TSE Group or to pay their respective obligations when they come due. The Goldman Sachs Fairness Opinion has been approved by a fairness committee of the Goldman Sachs Group. The Goldman Sachs Reports and the Goldman Sachs Fairness Materials are not necessarily susceptible to partial analysis or summary description. Selecting portions of the Goldman Sachs Reports, the Goldman Sachs Fairness Materials or the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Goldman Sachs Reports and the Goldman Sachs Fairness Materials. Goldman Sachs did not attribute any particular weight to any factor or any analysis it performed. <SMBC Nikko>

In performing its valuation analyses for the shares of OSE, SMBC Nikko applied the Market Trading Price Analysis, the Comparable Companies Analysis, and the Discounted Cash Flow (the “DCF”) Analysis. In performing the Market Trading Price Analysis, SMBC Nikko applied (1) November 18, 2011 (“Reference Date 1”), and (2) November 4, 2011 (“Reference Date 2”), which is the first business day before November 7, 2011 when a newspaper article on the speculation of the transaction appeared, as the reference dates (collectively, the “Reference Dates”), and considered the average closing prices of the OSE stock quoted on the JASDAQ (Standard) Market of the Osaka Stock Exchange for the one-month, three-month and six-month periods ending on the Reference Dates, and for the period from October 26, 2011, the first business day following OSE’s announcement of its Financial Results for the Second Quarter of the Fiscal Year Ending March 31, 2012, to the Reference Dates. In performing the Comparable Companies Analysis, SMBC Nikko selected CME Group Inc.，Deutsche Boerse AG，IntercontinentalExchange Inc.，NYSE Euronext，ASX Limited，Nasdaq OMX Group Inc.，London Stock Exchange Group plc，TMX Group Inc.，CBOE Holdings

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Inc. and Bolsas y Mercados Españoles S.A. as comparable companies which SMBC Nikko judged to be analogous to OSE. In performing the DCF Analysis, SMBC Nikko calculated Terminal Value by Perpetual Growth Rate Method and EBITDA Multiples Method. For Perpetual Growth Rate Method, SMBC Nikko applied Perpetuity Growth Rate (“PGR”) of -0.25～0.25%, and for EBITDA Multiples Method, applied EBITDA multiples of 6.26～7.65x. SMBC Nikko applied discount rate of 5.79～6.79%. The foregoing analyses resulted in the following ranges of the share price of OSE:

Methodology Share Price

Market Trading Price Analysis (Reference date 1)

JPY378,366 – JPY392,265

Market Trading Price Analysis (Reference date 2)

JPY367,786 – JPY382,113

Comparable Companies Analysis JPY226,953 – JPY497,852

DCF Analysis JPY437,138 – JPY554,947

In performing its valuation analyses for the Merger Ratio, SMBC Nikko applied the Comparable

Companies Analysis and the DCF Analysis. In performing the Comparable Companies Analysis, SMBC Nikko selected CME Group Inc.，Deutsche Boerse AG，IntercontinentalExchange Inc.，NYSE Euronext，ASX Limited，Nasdaq OMX Group Inc.，London Stock Exchange Group plc，TMX Group Inc.，CBOE Holdings Inc. and Bolsas y Mercados Españoles S.A. as comparable companies which SMBC Nikko judged to be analogous to OSE and TSE Group. In performing the DCF Analysis, SMBC Nikko calculated Terminal Value by Perpetual Growth Rate Method and EBITDA Multiples Method. For Perpetual Growth Rate Method, SMBC Nikko applied Perpetuity Growth Rate (“PGR”) of -0.25～0.25% for OSE and TSE Group, and for EBITDA Multiples Method, SMBC Nikko applied EBITDA multiples of 6.26～7.65x for OSE and TSE Group. SMBC Nikko applied discount rate of 5.79～6.79% for OSE and TSE Group. The following ranges of the merger ratio represent ranges of value per TSE Group’s common share, assuming the value per OSE’s common share to be 1:

Methodology Range of the Merger Ratio

Comparable Companies Analysis 0.114 – 0.220

DCF Analysis 0.141 – 0.231

In performing the DCF Analysis, SMBC Nikko did not assume any substantial increase or decrease in the

profit projected in the business plan of OSE and TSE Group. (Except for tax effects in specific fiscal years.)

Please refer to Note below for details of the conditions and a supplementary explanation of the analyses. (Note)

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In performing the analysis and calculation of the Tender Offer Price and the Merger Ratio, SMBC Nikko assumed that all information provided by OSE to SMBC Nikko and all publicly available information were accurate and complete, and relied upon the accuracy and completeness of such information. SMBC Nikko did not independently verify the accuracy or completeness of such information. SMBC Nikko also assumed that no information was undisclosed to SMBC Nikko which may have a material effect on the calculation of the Tender Offer Price and the Merger Ratio. SMBC Nikko did not conduct any independent valuation, appraisal, assessment, research or verification of the assets or liabilities (including derivative instruments, off-balance assets and liabilities, and other contingent liabilities) of OSE, TSE Group and their respective affiliates, including analysis or appraisal of each individual asset and liability, nor requested any third party to conduct such valuation, appraisal, assessment, research or verification. With respect to financial projections and other future prospects of OSE and TSE Group which were provided to SMBC Nikko, SMBC Nikko, in analyzing and calculating the Tender Offer Price and the Merger Ratio, assumed that such information reflected the best possible estimates and judgment currently available to the management of OSE and that the financial status of OSE and TSE Group will develop in accordance with such estimates, and relied upon such projection and related information without independent verification. SMBC Nikko does not guarantee that such projections with respect to the financial status and others are feasible and that the actual result of financial status of OSE and TSE Group will approximate such projections.

The analysis assumed that all governmental, regulatory, or other consents and approvals, as well as their timing and conditions, necessary for the consummation of the Business Combination will be satisfied and obtained without any adverse effects on the projected profitability of OSE or TSE Group. SMBC Nikko has no obligation to review, assess, or verify such requirements and approvals.

The above analysis was performed in light of financial, economic, market and other conditions as of November 21, 2011, and SMBC Nikko analyzed the Tender Offer Price and the Merger Ratio as of such date, based upon information obtained by SMBC Nikko until such date. Although the contents of the analysis may be affected by future changes in these conditions and circumstances, SMBC Nikko has no obligation to amend, change or reaffirm its opinion. The above analysis does not lead to or suggest any opinion with regard to any subject after November 21, 2011, except as specifically provided therein.

SMBC Nikko has acted as financial advisor to OSE in connection with the Business Combination and will receive a fee from OSE for its services. In addition, OSE has also agreed to hold harmless and indemnify SMBC Nikko for certain liabilities arising out of the engagement. SMBC Nikko and its affiliates may provide investment banking and other securities/financial products businesses, corporate banking and other financial services to OSE, TSE Group and/or their respective affiliates, and receive fees for the rendering of such services. Further, in the ordinary course of business, SMBC Nikko and its affiliates may invest as a principal or on behalf of customers in equity, debt or other securities or financial instruments including derivatives of OSE or TSE Group and their respective affiliates.

The above analysis is not intended to provide an opinion about the value or the stock price level of the shares of OSE or TSE Group before the Business Combination, or the value or the stock price level of the shares of OSE after the Business Combination. The analysis was performed solely for the information of

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and to assist the Board of Directors of OSE for the purpose of reviewing the Tender Offer Price and the Merger Ratio. SMBC Nikko was not requested to, and did not, provide opinions on any assumptions that constitute the basis of determining the Tender Offer Price and the Merger Ratio, OSE’s underlying business decision to execute the Business Combination (including comparison with other strategic alternatives or transactions), the structure of the Business Combination or availability and/or effectiveness of any other potential alternative structures, or comparison of the Business Combination with any such alternative structure.

The above analysis is not intended to encourage shareholders of OSE to exercise their shareholders’ rights or other related actions with respect to the Business Combination, or to solicit or encourage shareholders of OSE or other related persons to assign, transfer or take any other action with respect to OSE common stock. <Moelis>

Moelis analyzed both (i) the per share valuation for shares of OSE and (ii) the Merger Ratio by performing valuation analyses based on Market Price Analysis (OSE only), Selected Traded Companies Analysis, and Discounted Cash Flow (“DCF”) Analysis. Moelis calculated a standalone valuation for each of OSE and TSE Group for these purposes.

The Market Price Analysis was based on the closing price of OSE on November 4, 2011 (the “Record Date”) and the twelve-month period preceding the Record Date.

The Selected Traded Companies Analysis was based on valuation multiples of other securities exchanges with similar characteristics to each of OSE and TSE Group, including amongst others the Chicago Board Options Exchange, Chicago Mercantile Exchange, Deutsche Boerse, IntercontinentalExchange, London Stock Exchange and NYSE Euronext. In the analysis, multiples were applied to financial metrics derived from financial projections for OSE and TSE Group provided to Moelis by OSE.

The DCF Analysis was based on financial projections for OSE and TSE Group on a standalone basis that were provided to Moelis by OSE. The DCF Analysis used a range of discount rates of 6.5% - 7.5% and included a terminal value range based on the same discount rate range and an assumed range of perpetual growth rates of 0.25% - 0.75%.

The below per share valuation represents standalone valuation ranges per share for shares of OSE. The Merger ratios represent ranges of the number of shares of common stock of OSE to be allotted for one share of common stock of TSE Group.

Methodology Range of the per share valuation of OSE

Market Price Analysis JPY365,000 – JPY398,597

Selected Traded Companies Analysis JPY351,994 – JPY453,657

DCF Analysis JPY423,853 – JPY494,027

Methodology Range of the Merger ratio

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Selected Traded Companies Analysis 0.1538 – 0.2272

DCF Analysis 0.1397 – 0.1927

Moelis’ analysis was delivered to the Board of Directors of OSE on November 21, 2011, and was subject to

certain assumptions, qualifications, limitations and procedures as set out therein, in relation to which, please see the Note below. (Note)

In its analysis and in rendering the Moelis Fairness Opinion (defined below in “(ii) Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors”) < Note by the Tender Offeror: “(ii) Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors” refers to “(ii) Overview of Fairness Opinion obtained by the Company from Independent Financial Advisors” in the Target Company Press Release. In this press release, please refer to quotations from, “Overview of Fairness Opinions obtained by the Company from Independent Financial Advisors” below.>, Moelis has assumed that any forecasted financial information which has been furnished to it has been reasonably prepared on a basis reflecting the best currently available estimates and judgments of (a) the management of OSE as to the future performance of OSE and (b) the management of OSE and TSE Group as to the future performance of TSE Group. In its analysis and in rendering the Moelis Fairness Opinion, Moelis expresses no view as to the reasonableness of such estimates and forecasts. The analysis and the Moelis Fairness Opinion was necessarily based on the industry performance and regulatory environment, general business, economic, market, financial and other conditions and the information made available to it as of November 21, 2011. No company or transaction used in any analysis for purposes of comparison is identical to OSE, TSE Group or the current transaction involving these parties. In addition, analyses and estimates relating to the value of businesses, companies or securities are not appraisals, and the ranges of share value resulting from such analyses may not indicate the present or future prices at which such businesses, companies or securities may actually be sold. Such present or future prices may be significantly different from those suggested by those analyses. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favourable than suggested by such analyses. Accordingly, because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Moelis nor any other person assumes responsibility if future results are materially different from those forecast.

Moelis has also assumed that the Tender Offer and subsequent Merger will be approved by shareholders of OSE and TSE Group, consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that (a) the final executed form of the Agreement does not differ in any material respect from the draft that Moelis has examined, and that TSE Group and OSE will comply with all the material terms of the Agreement; and (b) the terms of the final documentation relating to the Tender Offer and the Merger will not differ in any material respect from the terms of the Agreement, and that TSE Group and OSE will comply with all the material terms of such documentation. Moelis has also assumed, with the consent of OSE, that in the course of obtaining the

― 41 ―

necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on OSE, TSE Group or the contemplated benefits of the Merger. Moelis has further assumed, with the consent of OSE, that the OSE’s common stock acquired by TSE Group in the Tender Offer will be held by TSE Group until such time as the Merger completes, at which point it will become treasury stock of the combined entity.

Moelis has acted as an independent financial advisor to OSE in connection with the Tender Offer and the Merger and will receive a fee for its services conditional upon approval of the Merger by holders of common stock of OSE. Any employees, officers and partners of Moelis or its affiliates may at any time own securities of OSE. Moelis has not participated in discussions or negotiations between OSE and TSE Group and/or their respective representatives. Moelis did not recommend any specific Tender Offer price or Merger ratio to OSE, or that any specific Tender Offer price constituted the only appropriate Tender Offer price, or that any specific Merger ratio constituted the only appropriate Merger ratio. Neither the Moelis Fairness Opinion or its analysis addresses OSE’s underlying business decision to effect the Tender Offer or the Merger or the relative merits of the Tender Offer and the Merger as compared to any alternative business strategies or transactions that might be available to OSE and do not constitute a recommendation to any holder of the common stock of the OSE as whether such holder should tender shares in the Tender Offer or how such holder should vote with respect to the subsequent Merger or any other matter. No opinion or view is expressed as to any terms or other aspects of the Tender Offer or subsequent Merger, including, without limitation, the structure of the overall transactions. Furthermore, no opinion or view is expressed as to the relative fairness of the Tender Offer Price and the Merger Ratio or the underlying business decision of OSE to effect the Tender Offer and subsequent Merger. Moelis is not expressing any opinion as to the value of the new OSE common stock to be issued pursuant to the Merger at the time of issue or the prices at which shares of OSE will trade following the announcement or consummation of the Merger. Moelis expressly disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its analysis or the Moelis Fairness Opinion of which it becomes aware after November 21, 2011. The Moelis Fairness Opinion and its analysis is solely for the use and benefit of the Board of Directors of OSE in its evaluation of the Tender Offer and subsequent Merger and may not be relied upon by any shareholders of OSE or any other person. Moelis has not provided any advice on any legal, accounting or tax matters. <Quotations from, “Overview of Fairness Opinions Obtained by the Company from Independent Financial Advisors”> <Goldman Sachs>

OSE received a fairness opinion (the “Goldman Sachs Fairness Opinion”) from Goldman Sachs, dated November 22, 2011, to the effect that, as of such date and based upon and subject to certain conditions, including the limitations, assumptions and other matters described above, (1) the Merger Ratio pursuant to the Agreement is fair from a financial point of view to OSE, and (2) the Tender Offer Price to be paid to the

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holders (other than TSE Group and its affiliates) of shares of common stock of OSE in the Tender Offer pursuant to the Agreement is fair from a financial point of view to such holders, assuming that the Merger is consummated pursuant to the Agreement.

Goldman Sachs provided the Goldman Sachs Fairness Opinion solely for the information and assistance of the Board of Directors of OSE in connection with the Business Combination. The Goldman Sachs Fairness Opinion does not constitute a recommendation as to whether or not any holder of shares of common stock of OSE should tender such shares in connection with the Tender Offer or how any such holder of shares should vote with respect to the Merger or any other matter.

The Goldman Sachs Fairness Opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of November 21, 2011, and Goldman Sachs assumes no responsibility for updating, revising or reaffirming the Goldman Sachs Fairness Opinion based on circumstances, developments or events occurring after the date thereof. No such updating, revising or reaffirming has been conducted and therefore the Goldman Sachs Fairness Opinion should be evaluated in the context only of the circumstances and market conditions existing as of November 21, 2011. <SMBC Nikko>

OSE has received a fairness opinion from SMBC Nikko, dated November 21, 2011, to the effect that, as of such date and based upon and subject to certain conditions described therein, the Tender Offer Price and the Merger Ratio are fair from a financial point of view to holders of OSE’s common shares, and are not disadvantageous to the minority shareholders of OSE. (Note)

In submitting the fairness opinion, SMBC Nikko assumed that all information provided by OSE to SMBC Nikko and all publicly available information were accurate and complete, and relied upon the accuracy and completeness of such information. SMBC Nikko did not independently verify the accuracy or completeness of such information. SMBC Nikko also assumed that no information was undisclosed to SMBC Nikko which may have a material effect on the calculation of the Tender Offer Price and the Merger Ratio. SMBC Nikko did not conduct any independent valuation, appraisal, assessment, research or verification of the assets or liabilities (including derivative instruments, off-balance assets and liabilities, and other contingent liabilities) of OSE, TSE Group and their respective affiliates, including analysis or appraisal of each individual asset and liability, nor requested any third party to conduct such valuation, appraisal, assessment, research or verification. With respect to financial projections and other future prospects of OSE and TSE Group which were provided to SMBC Nikko, SMBC Nikko, in issuing its fairness opinion, assumed that such information reflected the best possible estimates and judgment currently available to the management of OSE and that the financial status of OSE and TSE Group will develop in accordance with such estimates, and relied upon such projection and related information without independent verification. SMBC Nikko does not guarantee that such projections with respect to the financial status and others are feasible and that the actual result of

― 43 ―

financial status of OSE and TSE Group will approximate such projections. The fairness opinion assumed that all governmental, regulatory, or other consents and approvals, as well as

their timing and conditions, necessary for the consummation of the Business Combination will be satisfied and obtained without any adverse effects on the projected profitability of OSE or TSE Group. SMBC Nikko has no obligation to review, assess or verify such requirements and approvals.

The fairness opinion was given in light of financial, economic, market and other conditions as of November 21, 2011, and SMBC Nikko is giving its opinion as of such date, based upon information obtained by SMBC Nikko until such date, both in terms of whether or not the Tender Offer Price and the Merger Ratio were fair to the holders of OSE common shares, and whether or not Tender Offer Price and the Merger Ratio were disadvantageous to the minority shareholders of OSE. Although the contents of the analysis may be affected by future changes in these conditions and circumstances, SMBC Nikko has no obligation to amend, change or reaffirm its opinion. The fairness opinion does not lead to or suggest any opinion with regard to any subject after November 21, 2011, except as specifically provided therein.

SMBC Nikko has acted as financial advisor to OSE in connection with the Business Combination and will receive a fee from OSE for its services. In addition, OSE has also agreed to hold harmless and indemnify SMBC Nikko for certain liabilities arising out of the engagement. SMBC Nikko and its affiliates may provide investment banking and other securities/financial products businesses, corporate banking and other financial services to OSE, TSE Group and/or their respective affiliates, and receive fees for the rendering of such services. Further, in the ordinary course of business, SMBC Nikko and its affiliates may invest as a principal or on behalf of customers in equity, debt or other securities or financial instruments including derivatives of OSE or TSE Group and their respective affiliates.

The fairness opinion is not intended to provide an opinion about the value or the stock price level of the shares of OSE or TSE Group before the Business Combination, or the value or the stock price level of the shares of OSE after the Business Combination. The fairness opinion was performed solely for the information of and to assist the Board of Directors of OSE for the purpose of reviewing the Tender Offer Price and the Merger Ratio. SMBC Nikko was not requested to, and did not, provide opinions on any assumptions that constitute the basis of determining the Tender Offer Price and the Merger Ratio, OSE’s underlying business decision to execute the Business Combination (including comparison with other strategic alternatives or transactions), the structure of the Business Combination or availability and/or effectiveness of any other potential alternative structures, or comparison of the Business Combination with any such alternative structure.

The fairness opinion is not intended to encourage shareholders of OSE to exercise their shareholders’ rights or other related actions with respect to the Business Combination, or to solicit or encourage shareholders of OSE or other related persons to assign, transfer or take any other action with respect to OSE common stock. <Moelis>

Moelis has provided a fairness opinion (the “Moelis Fairness Opinion”) dated November 21, 2011 to the Board of Directors of OSE to the effect that, as of such date and based on and subject to certain conditions,

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including the assumptions, qualifications, limitations, procedures and other matters described in the Moelis Fairness Opinion (in relation to which, please see (Note) above in “(i) Receipt by the Company of Reports on the Results of the Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors”) < Note by the Tender Offeror: “(i) Receipt by the Company of Reports on the Results of the Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors” refers to “(i) Receipt by the Company of Reports on the Results of the Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors” in the Target Company Press Release. In this press release, please refer to the Note in quotations from, “Receipt by the Company of Reports on the Results of the Financial Analyses, and Obtaining Fairness Opinions from Independent Financial Advisors” above.>, each of the Tender Offer Price to be received by holders of common stock of OSE and the Merger Ratio is fair from a financial point of view in the context of the Business Combination to holders of common stock of OSE. In rendering the Moelis Fairness Opinion, Moelis has assumed that the Merger will be approved by shareholders of OSE and TSE Group and that the Business Combination will be consummated in accordance with the terms set forth in the Agreement.

The Moelis Fairness Opinion is solely for the use and benefit of the Board of Directors of OSE in its evaluation of the Business Combination and neither this summary nor the Moelis Fairness Opinion may be relied on by any other person. The Moelis Fairness Opinion does not constitute a recommendation as to whether or not any holder of shares of common stock of OSE should tender such shares in connection with the Tender Offer or how any such holder of shares should vote with respect to the Merger or any other matter. Moelis is not expressing any opinion as to the value of shares at the time the Tender Offer and the Merger are announced or consummated.

The Moelis Fairness Opinion is necessarily based on the industry performance and regulatory environment, general business, economic, market, financial and other conditions and the information made available to Moelis as of November 21, 2011. Moelis expressly disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Moelis Fairness Opinion of which Moelis become aware after November 21, 2011. Selecting portions of the Moelis Fairness Opinion or the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Moelis Fairness Opinion.

2. Overview of the Tender Offer (1) Overview of the Target Company (as of March 31, 2012)

(i) Name Osaka Securities Exchange Co., Ltd.

(ii) Location of Head Office

8-16, Kitahama 1-chome, Chuo-ku, Osaka

(iii) Name and Title of Representative

Michio Yoneda President and CEO

(iv) Business Description Establishment and operation of Financial Instruments Exchange Market and Financial Instruments Obligation Assumption Service etc.

(v) Capital Amount 4,723,260,000 yen

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(vi) Date of Incorporation April 1, 1949

(vii) Major Shareholders and Holding Ratio

STATE STREET BANK AND TRUST COMPANY (Standing Proxy: The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch)

6.74%

DEUTSCHE BANK AG LONDON-PB NON-TREATY CLIENTS 613 (Standing Proxy: Deutsche Securities Inc.) 3.89%

The Master Trust Bank of Japan, Ltd. (Trustee Account) 3.17%

J.P.MORGAN CLEARING CORP-SEC (Standing Proxy: Citibank Japan Ltd.) 3.13%

Morgan Stanley & Co. International plc (Standing Proxy: Morgan Stanley MUFG Securities Co., Ltd.) 3.05%

NORTHERN TRUST GLOBAL SERVICES LTD RE. NORWEGIAN CLIENTS ACCOUNT (Standing Proxy: The Hongkong and Shanghai Banking Corporation Limited, Tokyo Branch)

2.36%

Goldman Sachs International (Standing Proxy: Goldman Sachs Japan Co., Ltd.) 2.26%

Deutsche Securities Inc. 2.25%

CREDIT SUISSE SECURITIES (EUROPE) LIMITED PB SEC INT NON-TR CLIENT (Standing Proxy: Credit Suisse Securities (Japan) Limited)

2.02%

Goldman Sachs & Co. Regular Account (Standing Proxy: Goldman Sachs Japan Co., Ltd.) 2.00%

(viii) Relationships between the Company and the Target Company

Capital relationships

There is no capital relationship specified between the Company and the Target Company. In addition, there is no capital relationship of particular note between the Company’s affiliates and associated companies and the Target Company’s affiliates and associated companies.

Personal relationships One director of the Target Company concurrently acts as a director of the Japan Securities Clearing Corporation, the Company’s subsidiary.

Business relationships

A relationship exists in which the Target Company has designated the Japan Securities Clearing Corporation, the Company’s subsidiary, as a clearing organization with respect to trading of cash equities, etc. carried out at Osaka Securities Exchange Market.

Status as a related party

The Target Company does not fall under a related party of the Company. In addition, the Target Company’s affiliates and associated companies do not fall under the category of related parties of the Company.

(2) Schedule, Etc. (i) Schedule

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Determination Date of Tender Offer Commencement July 10, 2012 (Tuesday) Date of Public Notice of Commencement of Tender Offer

July 11, 2012 (Wednesday)

Newspaper Listing Announcement

Public notice will be made electronically and a statement to that effect will be published in the Nihon Keizai Shinbun URL of electronic public notice （http://info.edinet-fsa.go.jp/）

Filing Date of Tender Offer Registration Statement July 11, 2012 (Wednesday)

(Note 8) The determination regarding the details of the Tender Offer, such as the commencement date, was left to the discretion of the President and CEO by the resolution of the Board of Directors of the Company dated June 19, 2012. The President and CEO decided the commencement of the Tender Offer as of July 10, 2012 based on such resolution.

(ii) Tender Offer Period as of the Filing of Registration Statement From July 11, 2012 (Wednesday) through August 22, 2012 (Wednesday) (30 business days)

(iii) Possibility of Extension of Tender Offer Period Pursuant to Request by Target Company Not Applicable

(3) Price of the Tender Offer 480,000 yen per 1 common share

(4) Basis of Calculation of Price of the Tender Offer (i) Basis of Calculation

In order to ensure the fairness of the Tender Offer Price, the Company requested that the financial advisors independent from the Company and the Target Company, i.e. Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM to conduct financial analyses of the Tender Offer Price, and has received reports on their financial analyses results.

In addition, the Company received written opinions (fairness opinions) dated November 21, 2011, from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that, as of the date of the respective opinions, the Tender Offer Price is fair from a financial point of view to the Company, based upon and subject to the principal assumptions of the three companies (Note 1) as well as other individual conditions unique to each respective company, as described below.

Mitsubishi UFJ Morgan Stanley analyzed the Tender Offer Price by analyzing the range of per share

values of the Target Company’s common shares by performing valuation analyses based on the Share Price Performance Analysis, the Comparable Companies Analysis, and the Discounted Cash Flow (the “DCF”) Analysis and comprehensively considering the results of such analyses. A summary of the range of per share values of the Target Company’s common shares based on each valuation method is as follows:

Methodology

Range of the per Share Values of the Target Company’s Common Shares

(a) Share Price Performance Analysis 325,000 yen - 419,000 yen

(b) Comparable Companies Analysis 316,431 yen - 358,622 yen

(c) DCF Analysis 473,354 yen - 660,290 yen

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(a) Share Price Performance Analysis: 325,000 yen - 419,000 yen The Share Price Performance Analysis resulted in a per share value of the Target Company’s common

shares ranging from 325,000 yen to 419,000 yen based on: (i) using November 4, 2011 as a record date (“Record Date 1” in this paragraph), which was the last trading day prior to November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination, the respective daily closing share prices on the JASDAQ Standard during each of the 1 month and 3 month periods prior to and including Record Date 1 (364,500 yen - 385,000 yen, and 337,500 yen - 412,500 yen), and (ii) using July 4, 2011 as another record date (“Record Date 2” in this paragraph), which was the last trading day prior to July 5, 2011 on which the news media reported speculation regarding the Tender Offer, the daily closing share prices on the JASDAQ Standard from April 27, 2011, which was the first trading day after the announcement of the financial results of the Target Company for the fiscal year ending on March 31, 2011, up to and including Record Date 2 (325,000 yen - 419,000 yen).

(b) Comparable Companies Analysis: 316,431 yen - 358,622 yen The Comparable Companies Analysis resulted in a per share value of the Target Company’s common

shares ranging from 316,431 yen to 358,622 yen by evaluating the equity value of the Target Company through a comparison with financial indexes including share price and profitability of overseas listed exchanges operating a relatively similar business to that of the Target Company (the “Comparable Companies” in this paragraph). Mitsubishi UFJ Morgan Stanley selected CME Group Inc., IntercontinentalExchange, Inc., and CBOE Holdings, Inc. as the Comparable Companies to the Target Company.

(c) DCF Analysis: 473,354 yen - 660,290 yen The DCF Analysis resulted in a per share value of the Target Company’s common shares ranging from

473,354 yen to 660,290 yen by analyzing the enterprise value and equity value of the Target Company using the present value of free cash flows which the Target Company is expected to produce in the future, discounted at a certain level of discount rate, based on the earnings projections of the Target Company, taking into consideration various factors including management projections obtained from the Target Company, the latest business performance of the Target Company including trends in key performance indicators, various IR materials disclosed by the Target Company, analyst reports regarding the Target Company, and results of due diligence conducted on the Target Company, and other information disclosed to the public, etc. With respect to the methodology to analyze the terminal value, Mitsubishi UFJ Morgan Stanley adopted the perpetual growth method which assumes free cash flows based on the end of the projection period continue to grow perpetually (the “Perpetual Growth Method”). 5.0-7.0% of the discount rate and (0.5)% - 0.5% of the perpetual growth rate were used for the DCF Analysis on the Target Company.

For assumptions and disclaimers regarding the analyses and opinion by Mitsubishi UFJ Morgan Stanley,

please see Note 1 below. Nomura Securities performed an average market price analysis, comparable peer company analysis and

DCF analysis with respect to the Target Company. The ranges of the per share values of the Target Company’s common shares calculated based on each of the aforementioned methods are set forth below.

Methodology

Range of the per Share Values of the Target Company’s Common Shares

(a) Average Market Price Analysis

365,000 yen– 382,113 yen

(b) Comparable Peer Company Analysis

323,415 yen – 518,654 yen

(c) DCF Analysis 473,314 yen – 624,999 yen

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(a) Average Market Price Analysis: 365,000 yen – 382,113 yen Under the average market price analysis, the range of per share values of the Target Company’s common

shares was calculated to be 365,000 yen– 382,113 yen based on the JASDAQ Standard closing share price of the Target Company’s common share on November 4, 2011 (the “Record Date”), which was the last trading day prior to November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination (365,000 yen), and the simple average of the closing share prices for each of the one-week (369,100 yen), one-month (371,000 yen), three-month (382,113 yen), and six-month (377,349 yen) periods up to and including the Record Date.

(b) Comparable Peer Company Analysis: 323,415 yen – 518,654 yen Under the comparable peer company analysis, the range of per share values of the Target Company’s

common shares was calculated to be 323,415 yen – 518,654 yen by evaluating the equity value of the Target Company through a comparison with financial indexes including share price and profitability of overseas listed exchanges operating a relatively similar business to the Target Company (the “Comparable Companies” in this paragraph). Nomura Securities selected CBOE Holdings, Inc., CME Group Inc. and IntercontinentalExchange, Inc. as the Comparable Companies for the Target Company.

(c) DCF Analysis: 473,314 yen – 624,999 yen The DCF analysis is a method of analyzing the enterprise value and equity value of the Target Company

by discounting the free cash flows which the Target Company is expected to generate in the future on a stand-alone basis, to the present value using a certain discount rate (e.g., cost of capital applicable to the Target Company, etc.), based on the projected earnings and the investment plans as set forth in its business plans, the Target Company’s latest business performance, including trends in major business indices, interviews with the management of the Target Company, results of due diligence investigations, and other publicly disclosed information, as well as various other factors; based on this method, the range of per share values of the Target Company’s common share was calculated to be 473,314 yen – 624,999 yen. In evaluating the value of the free cash flows after the earnings projection period, (i) Perpetual Growth Method and (ii) Terminal Multiple Method were used. Perpetual growth rates ranging from -0.25 to +0.25% were used under the Perpetual Growth Method and EBITDA multiples ranging from 6.0x to 8.0x were used under the Terminal Multiple Method for the Target Company. Also, discount rates ranging from 5.75% to 6.75% were used for the Target Company.

For assumptions and disclaimers regarding the calculations and opinion on the Tender Offer Price by

Nomura Securities, please see Note 1 below. Daiwa Securities CM analyzed the Tender Offer Price of the Target Company based on the results of a

calculation of the market price analysis, comparable companies analysis and DCF analysis. A summary of the range of per share values of the Target Company’s common shares based on each valuation method is as follows:

Methodology

Range of the per Share Values of the Target Company’s Common Shares

(a) Market Price Analysis 345,024 yen – 382,113 yen (b) Comparable Companies

Analysis 507,257 yen – 601,967 yen

(c) DCF Analysis 478,730 yen – 762,453 yen (a) Market Price Analysis : 345,024 yen – 382,113 yen In performing the market price analysis, Daiwa Securities CM set (1) November 4, 2011, (hereinafter in

this paragraph referred to as the “Record Date (i)”), which was the last trading day prior to November 7, 2011, on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussion regarding the Business Combination and (2) July 4, 2011, (hereinafter in this paragraph referred to as the “Record Date (ii)”), which was the last trading day prior to July 5, 2011, on

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which the news media reported speculation regarding the Tender Offer, as the record dates, and conducted calculations based on the simple average of the closing market price of the Target Company’s common shares on the JASDAQ Standard for the one-month and three-month periods ending on the Record Date (i) and the Record Date (ii), respectively (regarding the Record Date (i), the simple averages were 371,000 yen and 382,113 yen, for the one month and three month periods, respectively, and regarding the Record Date (ii), the simple averages were 345,024 yen and 378,697 yen, for the one month and three month periods, respectively).

(b) Comparable Companies Analysis : 507,257 yen – 601,967 yen In performing the comparable companies analysis, Daiwa Securities CM calculated the range of per share

values of the Target Company’s common shares through a comparison with financial indexes, including market share price and profitability of listed companies relatively similar to the Target Company, which includes CME Group, Inc., IntercontinentalExchange, Inc., and CBOE Holdings, Inc. Daiwa Securities CM conducted this calculation based on financial forecasts on a stand-alone basis, that were provided by the Target Company.

(c) DCF Analysis : 478,730 yen – 762,453 yen In performing the DCF analysis, Daiwa Securities CM conducted its calculation based on financial

forecasts on a stand-alone basis, that were provided by the Target Company. Daiwa Securities CM calculated the value of the free cash flows which the Target Company is expected to generate after the projection period based on the Perpetual Growth Method by regarding the free cash flows as a terminal value. The perpetual growth rate range which Daiwa Securities CM used was -1.00 – +1.00, and the discount rate range was 5.48 – 7.48.

For the assumptions and disclaimers regarding the analyses and opinion on the Tender Offer Price by

Daiwa Securities CM, please see Note 1 below. The Company conducted, by taking into consideration the financial analyses of the Tender Offer Price

were separately submitted by the independent financial advisors, numerous careful and direct discussions and negotiations with the Target Company to whom the financial analyses of the Tender Offer Price were separately submitted by the financial advisors of the Target Company, in addition to the discussions and negotiations between the financial advisors representing the companies, finally took into consideration the trend of the share price of the Target Company and prospects for applying the Tender Offer, etc., and consulted with the legal advisor of the Company, and the Company reached the conclusion that the Tender Offer Price was appropriate, and decided that the Tender Offer Price shall be 480,000 yen per share, at the Company’s Board of Directors meeting held on November 22, 2011. During the course of the above process, the Company examined the results of the due diligence investigation of the Target Company conducted by the Company and by experts with respect to the business, legal affairs, accounting, and taxation. As mentioned above, the Company received written opinions (fairness opinions) from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that the Tender Offer Price is fair from a financial point of view to the Company.

Upon determination to start the Tender Offer, with respect to whether or not the terms set forth in the

Business Combination Agreement should be changed, the Company, following consultation with financial advisors and legal advisors, confirmed there was no material fact with respect to the Company and the Target Company to require the amendment of the terms set forth in the Business Combination Agreement

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within the period from November 22, 2011 to July 10, 2012 when the Company determined to start the Tender Offer.

The Tender Offer Price of 480,000 yen per share adds a premium of 14.01% to 421,000 yen, the closing

price for the common shares of the Target Company in the JASDAQ Standard on November 21, 2011, the business day immediately before November 22, 2011 on which both companies entered into the Business Combination Agreement and announced the Tender Offer Price (percentages to be rounded to the nearest hundredth; the same shall apply hereafter for the calculation of a premium); a premium of 22.65% to 391,350 yen, the simple average of the closing price (any fractions less than one yen to be truncated; the same shall apply hereafter for the calculation of the average price) for the immediately preceding one month period (October 24, 2011 to and including November 21, 2011); a premium of 24.35% to 386,000 yen, the simple average of the closing price for the immediately preceding three month period (August 22, 2011 to and including November 21, 2011); and a premium of 26.75% to 378,686 yen, the simple average of the closing price for the immediately preceding six month period (May 23, 2011 to and including November 21, 2011).

In addition, the Tender Offer Price adds a premium of 4.58% to 459,000yen, the closing price for the common shares of the Target Company in the JASDAQ Standard on July 9, 2012, the business day immediately preceding the date of this announcement of the commencement of the Tender Offer.

The Tender Offer Price adds a premium of 31.51% to 365,000 yen, the closing price for the common

shares of the Target Company in the JASDAQ Standard on November 4, 2011, the business day immediately before November 7, 2011 on which the news media reported speculation that the Company and the Target Company had entered the final stages of discussions regarding the Business Combination; a premium of 29.38% to 371,000 yen, the simple average of the closing price for the immediately preceding one month period (October 5, 2011 to and including November 4, 2011); a premium of 25.62% to 382,112 yen, the simple average of the closing price for the immediately preceding three month period (August 5, 2011 to and including November 4, 2011); and a premium of 27.20% to 377,349 yen, the simple average of the closing price for the immediately preceding six month period (May 6, 2011 to and including November 4, 2011).

(ii) Background of Calculation The environment surrounding both companies is characterized by increasingly fierce competition among

exchanges across borders caused by the rapid development of information and telecommunications technology, which has resulted in advanced financial trading systems that allow companies and investors to choose among the world’s markets the market with the best environment for procuring or investing funds.

Further, since investors’ needs are becoming increasingly complicated and sophisticated in line with the

development of financial trading systems, the key to securing superiority among competing exchanges, under the current circumstances, would be success in constructing a system that can meet such needs and

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improving the stability and processing ability of the constructed system. In light of this environment, domestic mergers and cross-border mergers between exchanges have been

gathering momentum overseas. For a Japanese stock exchange to survive such global competition as a player, it must establish a highly liquid and efficient market and enhance the convenience of investors and companies through strengthening its competitiveness by such means as expanding its scale, diversifying the financial instruments in which it deals, and reducing costs.

Under the shared awareness of critical developments in the external environment, both companies have

been discussing measures to strengthen competitiveness and other matters. As a result, both companies have reached a common recognition that a firm position within the domestic cash equities market and derivatives markets will be established and significant synergies (i.e., strengthening of global competiveness by means such as expanding of scale, diversifying the financial instruments in which it deals by combining the financial instruments dealt by the Company (mainly securities on the First Section of the Tokyo Stock Exchange, TOPIX futures, and JGB futures) and those dealt by the Target Company (mainly Nikkei 225 Futures and options) and reducing costs, and enhance the convenience of trading participants/investors by integrating the market functions and trading systems of both companies), will be created by combining the business of both companies, which have different areas of specialty (i.e., in the derivatives market and the cash equities market), and which can complement each other, and by moving forward with system integration and any other matters. Further, both companies decided that the improvement of their presence as an international financial center through the Business Combination will generate substantial benefits to market participants and other market users, such as improved convenience, and will also contribute to the enhanced competitiveness of all the financial and capital markets of Japan, which would be a step towards the revitalization of the Japanese economy. Based on the above, both companies have agreed on November 22, 2011, to conduct a business combination.

The Company (as an unlisted company) and the Target Company (as a listed company) have examined

various schemes as a method for the business combination such as a tender offer, merger or share exchange, etc., in order to realize the Business Combination, and finally reached an agreement to adopt the transaction structure of conducting the Merger after the completion of the Tender Offer, by taking into consideration financial burdens, the effects on optimum capital structure or EPS (earnings per share), and necessary administrative burdens, etc. of the Combined Holding Company comprehensively. The companies shall conduct the Business Combination in the spirit of equality. In the Business Combination, subject to the acquisition, etc., of licenses and approvals, etc. of the regulatory authorities, the Company was scheduled to convert the Target Company into its subsidiary by conducting the Tender Offer and, thereafter, conduct the Merger whereby the Target Company would be the surviving company and the Company would be the absorbed company. Now, because the Company and the Target Company confirmed that the Japan Fair Trade Commission would not issue cease and desist orders in connection with the procedures and responses

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under the APPMMFT regarding the Business Combination, the Company determined to start the Tender Offer on July 10, 2012 and determined the Tender Offer Price based upon the following background:

(a) Parties Consulted During Calculation The Company requested that the financial advisors independent from the Company and the Target

Company, i.e. Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM to conduct financial analyses of the Tender Offer Price, and has received reports on their financial analyses results.

In addition, the Company received written opinions (fairness opinions) dated November 21, 2011, from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that, as of the date of the respective opinions, the Tender Offer Price is fair from a financial point of view to the Company, based upon and subject to the principal assumptions of the three companies (Note 1) as well as other individual conditions unique to each respective company, as described below

(b) Summary of Opinions The summary of the valuation by Mitsubishi UFJ Morgan Stanley of per share values of the Target

Company’ s common shares is as follows: Share Price Performance Analysis

325,000 yen – 419,000 yen

Comparable Companies Analysis

316,431 yen – 358,622 yen

DCF Analysis 473,354 yen – 660,290 yen The summary of the valuation by Nomura Securities of per share values of the Target Company’s

common shares is as follows: Average Market Price Analysis 365,000 yen – 382,113 yen Comparable Peer Company Analysis

323,415 yen – 518,654 yen

DCF Analysis 473,314 yen – 624,999 yen The summary of the valuation by Daiwa Securities CM of per share values of the Target

Company’s common shares is as follows: Market Price Analysis 345,024 yen – 382,113 yen Comparable Companies Analysis

507,257 yen – 601,967 yen

DCF Analysis 478,730 yen – 762,453 yen

(c) Background for Determining the Tender Offer Price After Considering the Opinions The Company conducted, by taking into consideration the financial analyses of the Tender Offer

Price were separately submitted by the independent financial advisors, numerous careful and direct discussions and negotiations with the Target Company to whom the financial analyses of the Tender Offer Price were separately submitted by the financial advisors of the Target Company, in addition to the discussions and negotiations between the financial advisors representing the companies, finally took into consideration the trend of the share price of the Target Company and

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prospects for applying the Tender Offer, etc., and consulted with the legal advisor of the Company, and the Company reached the conclusion that the Tender Offer Price was appropriate, and decided that the Tender Offer Price shall be 480,000 yen per share, at the Company’s Board of Directors meeting held on November 22, 2011. During the course of the above process, the Company examined the results of the due diligence investigation of the Target Company conducted by the Company and by experts with respect to the business, legal affairs, accounting, and taxation, and comprehensively considered several factors, including the effect of the Business Combination, transaction structure, the financial and business situations, the status of assets, and future prospects of the Target Company.

As mentioned above, the Company received written opinions (fairness opinions) from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that the Tender Offer Price is fair from a financial point of view to the Company.

Upon determination to start the Tender Offer, with respect to whether or not the terms set forth in the Business Combination Agreement should be changed, the Company, following consultation with financial advisors, confirmed there was no material fact with respect to the Company and the Target Company to require the amendment of the terms set forth in the Business Combination Agreement within the period from November 22, 2011 to July 10, 2012 when the Company determined to start the Tender Offer.

(Note 9) In delivering the respective written opinions to the board of directors of the Tender Offeror and analyzing the above ranges of the Tender Offer Price as the basis thereof, each of Mitsubishi UFJ Morgan Stanley, Nomura Securities and Daiwa Securities CM (hereinafter, each referred to as a “TSEG Financial Advisor” and, collectively, the “TSEG Financial Advisors”, in this Note) relied on the information provided by and discussed with both companies, other relevant information reviewed by such TSEG Financial Advisor or reviewed for the benefit of the TSEG Financial Advisors, and publicly available information. Each of the TSEG Financial Advisors assumed that all such information was accurate and complete and that no information was undisclosed to such TSEG Financial Advisor, which may have a material adverse effect on the analyses of the ranges of the Tender Offer Price, and therefore none of the TSEG Financial Advisors independently verified the accuracy or completeness of such information (in addition, the TSEG Financial Advisors are not responsible for independent verification or obliged to verify independently). None of the TSEG Financial Advisors have independently valued or appraised, nor has such TSEG Financial Advisor received any valuations or appraisals from third party institutions on, assets or liabilities (including off-balance sheet assets and liabilities, and other contingent liabilities) of the Target Company or its affiliated companies. In addition, each of the TSEG Financial Advisors assumed that the information relating to business, operations, financial condition, financial forecasts and anticipated synergies has been reasonably prepared by managements of the Target Company based on their best estimates and judgments available at the time. Each of the TSEG Financial Advisors expresses no opinion with respect to the estimates and judgments (including synergy analysis) or the assumptions for the estimates and judgments.

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The analyses and opinions of each of the TSEG Financial Advisors are only for the information of the board of directors of the Tender Offeror and for the purpose of considering the Tender Offer Price, and may not be relied upon or used by any other party and for any other purpose. The analyses and opinions of each of the TSEG Financial Advisors are based on financial, economic, market and other conditions as in effect on, and the information made available to such TSEG Financial Advisor as of, the date of their respective opinions. Although the credit market, finance market and equity market continue to be unstable, the TSEG Financial Advisors express no opinion with respect to the potential impact on the Tender Offeror, the Target Company and the Tender Offer Price caused by such unstable conditions. Events occurring after the date of the respective opinions may have an effect on the analyses and opinions, and the impact of certain conditions existing as of the date of the respective opinions on the analyses and opinions are difficult to measure. Notwithstanding the foregoing, none of the TSEG Financial Advisors are obliged to renew, revise or reconfirm their opinion and analyses. With respect to the Tender Offer, each of the TSEG Financial Advisors will receive fees for their services, a significant portion of which is contingent upon the closing of the Tender Offer and the Merger.

(iii) Relationship with Valuation Institution Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM which were the

Company’s financial advisors (valuation institution) are not considered related parties to the Company or the Target Company and do not have any material interest in relation to the Tender Offer.

(5) Share Certificates, Etc. To be Purchased

Number to be Purchased Minimum Number to be Purchased Upper Limit to be Purchased

179,999 shares 135,001 shares 179,999 shares

(Note 10) If the aggregate of the share certificates, etc. tendered does not reach such minimum number of

shares (135,001 shares) to be purchased, no share certificates, etc. tendered will be purchased. If the aggregate of the share certificates, etc. tendered is such minimum number of shares to be purchased or more, all share certificates, etc. tendered will be purchased. However where the aggregate of the tendered share certificates, etc. exceeds the upper limit of shares (179,999 shares) to be purchased, all or a certain portion exceeding such number shall not be purchased. In such event, delivery and settlement of the purchased share certificates, etc. shall be conducted on a pro rata basis as set forth in Article 27-13, Clause 5 of the Law and Article 32 of the Cabinet Office Order.

(6) Changes in Ownership Ratio as a Result of the Tender Offer

Number of Voting Rights Represented by Share Certificates, Etc. Held by the Tender Offeror before the Tender Offer

- (Ownership Ratio before the Tender Offer: 0.00%)

The Number of Voting Rights Represented by Shares Owned by Special Related Parties before the

0 units (Ownership Ratio before the Tender Offer: 0.00%)

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Tender Offer The Number of Voting Rights Represented by Share Certificates, Etc. to be Purchased

179,999 units (Ownership Ratio after the Tender Offer: 66.67%)

The Number of Voting Rights of the Total Number of Shareholders of the Target Company

270,000 units

(Note 11) “The Number of Voting Rights Represented by Share Certificates, Etc. to be Purchased” indicates

the number of voting rights represented by the Number of Share Certificates, Etc. to be Purchased in the Tender Offer (179,999 shares).

(Note 12) “The Number of Voting Rights Represented by Shares Owned by Special Related Parties before the Tender Offer” indicates the aggregate number of voting rights represented by shares certificates, etc. owned by each of the Specially Related Parties (excluding the parties that are excluded from the Special Related Parties pursuant to Article 3, Clause 2, Subclause 1 of the Cabinet Office Order in the calculation of the ownership ratio prescribed in each Subclause of Article 27-2, Clause 1 of the Law).

(Note 13) “The Number of Voting Rights of the Total Number of Shareholders of the Target Company” indicates the number of voting shares of all of the shareholders, as set forth in the 11th Annual Securities Report filed by the Target Company on June 13, 2012.

(Note 14) With respect to the “Ownership Ratio before the Tender Offer” and “Ownership Ratio after the Tender Offer”, fractions are rounded to the nearest hundredth. In addition, as the Ownership Ratio after the Tender Offer, Etc. is less than two thirds as well as the condition prescribed in Article 27-13, Clause 4, Subclause 2 is set forth in the Tender Offer, the Tender Offeror is not obliged, under the body of the said clause, to purchase all of the tendered share certificates, etc.

(7) Purchase Funds: 86,399 million yen

(Note 15) Purchase Funds describes the amount calculated by multiplying the Number of Shares to be Purchased (179,999 shares) by the Tender Offer Price (480,000 yen per 1 common share).

(8) Method of Settlement (i) Name and Location of Main Office of Financial Instruments Business Operator and Bank Undertaking

the Settlement of Tender Offer Nomura Securities Co., Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo, Japan

(ii) Settlement Commencement Date August 29, 2012 (Wednesday)

(iii) Method of Settlement Promptly after the Tender Offer Period, a notice of purchase by Tender Offer will be mailed to the address

of Tendering Shareholders (in the case of Foreign Shareholders, to their standing proxy in Japan). For those who have given consent through Nomura Net & Call to receipt of documents electronically delivered, the notice will be provided electronically through the website for Nomura Net & Call (https://nc.nomura.co.jp/).

The payment for the purchase will be made by cash. The Tendering Shareholders may receive the

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proceeds of the Tender Offer through a method, such as by wire transfer, as directed by the Tendering Shareholders (there may be extra fees incurred in connection with fund transfers).

(iv) Return of Share Certificates, Etc. If pursuant to a condition set forth in “(i) Existence and Contents of Each Item in Article 27-13, Clause 4

of the Law” and “(ii) Existence of Conditions to Withdraw Tender Offer, Its Contents and Method of Disclosing, Etc.” in “(9) Other Conditions and Methods for Purchase, Etc.”, the purchase of the Tendered Share certificates, etc. are not undertaken in whole or in part, share certificates will be promptly returned after the settlement commencement date (in the event the Tender Offer is withdrawn, the day of the withdrawal) by restoring the record of such share certificates to the original record as of immediately before the share certificates, etc. have been tendered (if transferring the share certificates, etc. to a Tendering Shareholders’ account established at other financial instruments service providers, please indicate so).

(9) Other Conditions and Methods for Purchase, Etc. (i) Existence and Contents of Each Item in Article 27-13, Clause 4 of the Law If the aggregate of the share certificates, etc. tendered does not reach the minimum number of shares

(135,001 shares) to be purchased, no share certificates, etc. tendered will be purchased. Where the aggregate of the tendered share certificates, etc. exceeds the upper limit of shares (179,999 shares) to be purchased, all or a certain portion exceeding such number shall not be purchased. In such event, delivery and settlement of the purchased share certificates, etc. shall be conducted on a pro rata basis as set forth in Article 27-13, Clause 5 of the Law and Article 32 of the Cabinet Office Order.

If the total number of the shares to be purchased from each Tendering Shareholder calculated by rounding off the number of shares that are less than one share resulting from a calculation on a pro rata basis does not reach the upper limit of shares to be purchased, until the total number of the shares to be purchased is the upper limit of shares to be purchased or more, one share certificates etc. tendered per each Tendering Shareholders shall be purchased in the order from the Tendering Shareholders with the largest rounded-off portion; provided, however, that if exceeding this method of purchasing from all Tendering Shareholders having equal rounded-off portions results in exceeding the upper limit of shares to be purchased, to an extent not less than the upper limit of shares to be purchased, shareholders etc. from whom purchases will be made will be decided by a random drawing from among such Tendering Shareholders

If the total number of the shares to be purchased from each Tendering Shareholder calculated by rounding off the number of shares that are less than one share resulting from a calculation on a prorate basis exceeds the upper limit of shares to be purchased, until the total number of the shares to be purchased is not less than the upper limit of shares to be purchased, one share tendered per each Tendering Shareholders shall be reduced in the order from the Tendering Shareholders with the largest rounded-up portion; provided, however, that if the total number of the shares to be purchased is less than the upper limit of shares to be purchased by using this method to reduce the number of shares to be purchased from all Tendering Shareholders having equal rounded-up portions, to an extent not less than the upper limit of shares to be purchased, shareholders, etc. whose number of shares to be purchased will be reduced will be decided by a

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random drawing from among such shareholders, etc.

(ii) Existence of Conditions to Withdraw Tender Offer, Its Contents and Method of Disclosing, Etc. In the event any of the conditions set forth in Article 14, Clause 1, Subclause 1(a)-(i) and (l)-(r),

Subclause 3 (a)-(h), Subclause 4 and Clause 2, Subclauses (3)-(6) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the “Order”) occurs, the Tender Offer may be withdrawn. In addition, in the event the Tender Offeror is unable to obtain the authorization from the Prime Minister, as prescribed under Article 106-10, Clause 1 of the Law (the “Authorization”) by the day preceding the last day of the Tender Offer Period, or where the Authorization is obtained from the Prime Minister, but the Authorization is annulled or withdrawn by the day preceding the last day of the Tender Offer Period, the Tender Offeror may withdraw the Tender Offer, as an event set forth in Article 14, Clause 1 Subclause 4 of the Order.

When withdrawing the Tender Offer, an electronic notice will be posted and notice of such posting will be listed in the Nihon Keizai Shinbun. However, if it is difficult to make a posting by the last day of the Tender Offer Period, an announcement pursuant to Article 20 of the Cabinet Office Order and a public announcement will be made promptly thereafter.

(iii) Existence of Conditions to Lower Tender Offer Price; Contents and Method of Disclosing Lowering

of Price Pursuant to the provision of Article 27-6, Clause 1, Item 1 of the Law, in the event the Target Company

took any of the actions set forth in Article 13, Clause 1 of the Order, during the Tender Offer Period, the Tender Offer price may be lowered pursuant to Article 19, Clause 1 of the Cabinet Office Order. When lowering the Tender Offer Price, an electronic notice will be posted and notice of such posting will be in the Nihon Keizai Shinbun. However, if it is difficult to make a posting by the last day of the Tender Offer Period, an announcement pursuant to Article 20 of the Cabinet Office Order and a public announcement will be made promptly thereafter. If the Tender Offer Price is lowered, the Tendering Shares before the public announcement will also be purchased for the lowered Tender Offer Price.

(iv) Matters Related to the Termination Right of the Tendering Shareholders Agreement Tendering Shareholders may terminate the agreement related to the Tender Offer, at any time during the

Tender Offer Period. In the event of terminating the contract, please provide or send a written notice stating the termination of the agreement related to the Tender Offer (“Termination Notice”) to the main office or branch office who accepted the tendering application of the subject individual by 15:30 on the last day of the Tender Offer Period, attaching the receipt for the tender offer application; provided, if sending by mail, the Termination Notice must be received by 15:30 on the last day of Tender Offer Period. Note, any termination of a contract executed by tendering through Nomura Net & Call must be effected either through the website for Nomura Net & Call (https://nc.nomura.co.jp/) or by sending the Termination Notice. In the event of terminating the contract through the website for Nomura Net & Call, please complete the

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termination procedures by following the procedures set forth on such website by 15:30 on the last day of the Tender Offer Period. In the event of terminating the contract by sending the Termination Notice, please request a form of the Termination Notice from Nomura Net & Call Customer Support in advance and send the Termination Notice to Nomura Net & Call (if a receipt has been provided by the Tender Offer Agent upon tendering shares, please attach such receipt to the Termination Notice). With respect to Nomura Net & Call, the Termination Notice must be also received by 15:30 on the last day of Tender Offer Period.

Party with right to accept Termination Notice

Nomura Securities Co., Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo (Other Nomura Securities offices throughout Japan） Even in the event of the Tendering Shareholders terminating the agreement, the Tender Offeror will not

demand the Tendering Shareholders to pay compensation for the damages or make penalty payments. In addition, fees in connection with the return of Tendering Shares will be borne by the Tender Offeror.

(v) Method of Disclosure When Revising Terms of Tender Offer The Tender Offeror may revise the terms and conditions of the Tender Offer unless it is prohibited under

Article 27-6, Clause 1 of the Law and Article 13 of the Order. When revising the terms of the Tender Offer, an electronic notice will be posted regarding the content of

such change and a notice of such posting will be listed in the Nihon Keizai Shinbun. However, if it is difficult to make a posting by the last day of the Tender Offer Period, an announcement pursuant to Article 20 of the Cabinet Office Order and a public announcement will be made promptly thereafter. If the terms of the Tender Offer are revised, the Tendered Shares tendered before the public announcement will also be purchased under the revised terms of the Tender Offer.

(vi) Method of Disclosure When Submitting an Amendment Statement In the event an Amendment Statement is submitted to the head of the Kanto Local Finance Bureau, those

sections of the Amendment Statement that are related to the Tender Offer Commencement Announcement shall be publicly announced, except in exclusion of laws and regulations, by a method set forth in Article 20 of the Cabinet Office Order. In addition, the Tender Offer Description shall be immediately revised and a revised tender offer description shall be distributed to Tendering Shareholders who have received a tender offer description. Provided, if the revision is limited in scope, the revision may be made by creating a document describing the revised matters and the new contents and sending such document to the Tendering Shareholders. (vii) Method of Disclosing the Outcome of the Tender Offer

The outcome of the Tender Offer shall be publicly announced by the method set forth in Article 9-4 and

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Article 30-2 of the Cabinet Office Order on the day immediately following the last day of the Tender Offer Period.

(10) Date of Public Notice of Commencement of the Tender Offer July 11, 2012 (Wednesday)

(11) Tender Offer Agent Nomura Securities Co., Ltd. 1-9-1 Nihonbashi, Chuo-ku, Tokyo, Japan

3. Policy After the Tender Offer and Outlook (1) Policy After the Tender Offer

Please see “1. Purposes of the Tender Offer” above for the policies after the Tender Offer, etc.

(2) Outlook for Impact on Business Performance in the Future The Company is an unlisted company, and does not publish business forecasts.

4. Others (1) Existence and Details of Agreements between the Tender Offeror and the Target Company or its

Officers According to the Target Company Press Release, the Target Company passed a resolution concerning its

opinion regarding the Tender Offer as follows: The Target Company has determined that the Business Combination will contribute to enhancing the

Target Company’s corporate value in the mid-to-long term, and therefore, it has resolved, at the meeting of its board of directors held on July 10, 2012, to express an opinion in favor of the Tender Offer to be conducted as part of the Business Combination.

In addition, the Tender Offer will provide shareholders of the Target Company with (a) the option of continuing to hold shares and becoming shareholders of the Combined Holding Company, as well as (b) the option of selling a certain number of shares in the Tender Offer and receiving cash at this time.

The Target Company believes that the Tender Offer Price in the Tender Offer, of 480,000 yen per share appropriate for the Target Company’s shareholders, and that neither of the above-mentioned options will be particularly more disadvantageous to the Target Company’s shareholders. The Target Company primarily assume that its shareholders will make a decision of whether to tender their shares in the Tender Offer among various options including the two set forth in (a) and (b) above.

Since the Tender Offer sets the minimum number of shares to be purchased, a certain number of the Target Company’s shareholders will need to tender their shares in the Tender Offer to realize the Business Combination, which is expected to enhance the Target Company’s corporate value in the mid-to-long term.

Based on the above understanding, along with the above-noted resolution to express an opinion in favor of the Tender Offer, in order to realize the Business Combination, the Target Company resolved at its Board of Directors meeting (i) with respect to its shareholders who decide that the option of tendering their shares

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in the Tender Offer is more advantageous, to recommend that such shareholders tender their shares in the Tender Offer, and (ii) with respect to all other shareholders, to leave the decision of whether or not to tender their shares in the Tender Offer up to such shareholders.

With respect to the matters on which the Company and the Target Company have agreed to under the

Business Combination Agreement, and the following consultation pursuant to the Business Combination Agreement please see “(4) Material Agreement Related to the Tender Offer” in “1. Purposes of the Tender Offer”

(2) Other Relevant Information which Investors May Need in Evaluating the Tender Offer Not applicable.

[End]

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［Insider Trading Regulation］ In accordance with the provisions of Article 167, Clause 3 of the Law and Article 30 of the Order, anyone having read this press release is considered to be a primary recipient of information from the viewpoint of insider trading regulations. The Company accordingly urge you to exercise due care as you may be restricted from purchasing shares of the Target Company for 12 hours after the announcement of this press release. Should you be held liable under criminal, civil, or administrative laws for making such a prohibited purchase, the Company will assume no responsibility whatsoever. ［Regulations on Solicitation］ This press release is intended for the announcement of the Tender Offer to the general public and is not intended for soliciting an offer to sell or making an offer to purchase the shares in connection with the Tender Offer. If anyone desires to sell his or her shares, a shareholder should, at his or her own responsibility, review the tender offer explanatory statement for the Tender Offer and accept the Tender Offer in his or her own discretion. This press release is not considered as an offer or solicitation of sales of securities or solicitation of this purchase offer and does not constitute any such part. This press release (or any part of it) or the fact of its distribution does not provide a basis for any kind of agreement pertaining to the Tender Offer, and it may not be relied upon when executing any such agreement. [Forward-Looking Statements] This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Due to any known or unknown risks, uncertainty, or other factors, it is possible that actual results may materially differ from the projections as expressly or implicitly indicated as “forward-looking statements”. The Company and its respective affiliates cannot promise that the projections expressly or implicitly indicated as “forward-looking statements” will result in being correct. The “forward-looking statements” in this press release were prepared based on the information held by the Company as of the date of this press release, and unless required by laws or the rules of a financial instrument exchange to do so, the Company or its affiliates are not obliged to update or modify such statements in order to reflect any event or condition in the future. ［Language］ Unless otherwise provided, all procedures for the Tender Offer, shall be conducted in the Japanese language. All or some portion of the documents relating to the Tender Offer, may be prepared in the English language; however, should there be inconsistency between a document in English and that in Japanese, the Japanese document shall prevail. ［Other Countries］ In certain countries or regions, the announcement, issue or distribution of this press release may be restricted by laws or regulations. In such cases, you are required to be aware of such restrictions and comply with the laws and regulations of such countries or regions. In such countries or regions that legally prohibit the launch of the Tender Offer, this press release does not constitute any solicitation of an offer to sell or offer to purchase shares in relation to the Tender Offer, even if this press release or its translation is received in such countries or regions. In that case, it shall be considered as a mere distribution of informative materials. ［Difference from Tender Offer in the United States］ The Tender Offer is being made for the securities of the Target Company by the tender offeror, the Company, both of which are Japanese companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Tender Offer, since both companies are located in Japan and all of their officers and directors are residents of Japan. You may not be able to sue both companies or their officers or directors in a Japanese court for violations of the U.S. securities laws. Finally, it may be difficult to compel

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both companies and their affiliates to subject themselves to a U.S. court’s judgment. The Tender Offer is to be conducted in accordance with the procedures and information disclosure standards prescribed in the Law. However, these procedures and standards are not necessarily the same as the corresponding procedures and standards in the U.S. In particular, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not conform to those procedures and standards. Financial information included in this press release was excerpted from financial statements prepared in accordance with Japanese accounting standards and is not based on U.S. accounting standards and not equivalent to that of companies incorporated in the U.S. ［Purchases outside the Tender Offer］ The respective financial advisors to the Company and the Target Company, and the Tender Offer Agent (including their respective affiliates) may, within their ordinary course of business and to the extent permitted under Japan’s securities laws, in accordance with the requirements of Rule 14e-5(b) under the U.S. Securities Exchange Act of 1934 (including any amendments thereafter), prior to the commencement of, or during the Tender Offer Period in the Tender Offer, engage in the purchase, or arrangement to purchase, of shares of the Target Company for their own account or for their customer’s accounts by means other than pursuant to the Tender Offer. If any information concerning such purchase is disclosed in Japan, disclosure will be made on the English homepage of either the financial advisors or the Tender Offer Agent who conducts such purchase (or through other public disclosure methods).