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MarketScreener Homepage  >  Equities  >  Tokyo Stock Exchange  >  Mitsui Fudosan Co., Ltd.    8801   JP3893200000

MITSUI FUDOSAN CO., LTD.

(8801)
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Notice Concerning Commencement of Tender Offer for the Common Stock of Tokyo Dome Corporation (Securities Code: 9681) and Execution of the Capital and Business Alliance Agreement(619KB)

11/27/2020 | 04:41am EST

To whom it may concern:

November 27, 2020

Company: Mitsui Fudosan Co., Ltd.

Representative: Masanobu Komoda

(President & Chief Executive Officer)

Securities Code: 8801 (First Section, TSE)

Contact: Chiharu Fujioka

Managing Officer, General Manager, Corporate Communications Department

(Tel: +81-3-3246-3155)

Notice Concerning Commencement of Tender Offer for the Common Stock of Tokyo Dome

Corporation (Securities Code: 9681) and Execution of the Capital and Business Alliance Agreement

Mitsui Fudosan Co., Ltd. (the "Tender Offeror") hereby announces that today, the Tender Offeror resolved to acquire the common stock (the "Target Company Stock") of TOKYO DOME CORPORATION (the "Target Company") (Securities Code: 9681, the First Section of the Tokyo Stock Exchange Inc. (the "Tokyo Stock Exchange")) through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (the "Act"), and to enter into a capital and business alliance agreement with the Target Company and The Yomiuri Shimbun Holdings (the "Capital and Business Alliance Agreement") as follows.

1. Purpose of Purchase, Etc.

  1. Overview of the Tender Offer
    At the meeting of its board of directors held today, the Tender Offeror (a) resolved to acquire all of the Target Company Stock which is listed on the First Section of the Tokyo Stock Exchange, Inc., (excluding the treasury shares held by the Target Company) through the Tender Offer with the aim of making the Target Company a wholly-owned subsidiary of the Tender Offeror (together with a series of procedures designed to make the Tender Offeror as the sole shareholder as described in "(4) Policy for Organizational
    Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" below (the "Procedures for Making the Target Company A Wholly-Owned Subsidiary"), the "Transaction"), and,

following the completion of making the Target Company a wholly-owned subsidiary, transfer 20% of the

Target Company Stock then held by the Tender Offeror to The Yomiuri Shimbun Holdings (the "Share Transfer"), and (b) executed an agreement regarding the Share Transfer with The Yomiuri Shimbun Holdings (the "Shareholders Agreement") (For details of the Shareholders Agreement, please refer to "(b) Shareholders Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer"

below.). The Tender Offeror does not own any Target Company Stock and The Yomiuri Shimbun Holdings owns 38,478 shares (holding ratio (Note 1): 0.04%) of the Target Company Stock.

(Note 1) "Shareholding ratio" means the ratio to 92,707,684 shares of the Target Company Stock,

which is the total number of issued shares as of July 31, 2020 (i.e., 95,857,420 shares) set forth

in the "2nd Quarterly Report for the 111th Fiscal Year" (the "Target Company Quarterly Report"), as filed by the Target Company on September 10, 2020, less the number of the

treasury shares held by the Target Company as of the same date stated in the Target Company Quarterly Report (i.e., 3,149,736 shares) (rounded off to the second decimal place).

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To implement the Tender Offer, as stated in "(a) Tender Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer" below, the Tender Offeror, as of today, received a letter from Mizuho Bank, Ltd., the Target Company's second largest shareholder (number of shares owned: 4,282,324 shares; shareholding ratio: 4.62%; "Mizuho Bank" or the "Tendering Shareholder"), regarding the Tendering Shareholder's intention to tender all of the Target Company Stock held by it in the Tender Offer (the "Tender Agreement"). Upon the Tender Offer, The Yomiuri Shimbun Holdings made representation to the Tender Offeror that The Yomiuri Shimbun Holdings would tender all of the Target Company Stock held by it (together with the Target Company Stock held by the Tendering Shareholder, the "Prospective Tendered Shares") in the Tender Offer. The Tender Offeror has not received any letter from The Yomiuri Shimbun Holdings of their intent to tender to the Tender Offer, and has not executed any contract in agreement to tender to the Tender Offer with The Yomiuri Shimbun Holdings.

In the Tender Offer, the Tender Offeror has set 61,805,100 shares (shareholding ratio: 66.67%) (Note 2), as the minimum number of shares to be purchased. In the Transaction, the Tender Offeror intends to make the Target Company a wholly-owned subsidiary, and as described in "(b) Share Consolidation" of "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called "Two- step Acquisition")" below, considering that a special resolution at the general meeting of shareholders set forth under Article 309, Paragraph 2 of the Companies Act (Act No. 86 of 2005, as amended) is a requisite upon implementing the share consolidation procedure necessary to make the Target Company a wholly- owned subsidiary, this minimum is set to ensure that the Tender Offeror by itself will be able to satisfy the relevant requisite. If the total number of the share certificates, etc., tendered in the Tender Offer ("Tendered Share Certificates, Etc."), is less than such minimum number, the Tender Offeror will not purchase, etc. any Tendered Share Certificates, Etc. However, the Tender Offeror aims to obtain all of the Target Company Stock in the Tender Offer (excluding the treasury shares held by the Target Company), and, therefore, has not set a maximum number of shares to be purchased, and, if the total number of Tendered Share Certificates, Etc. is equal to or greater than the minimum number, the Tender Offeror will purchase, etc. all of Tendered Share Certificates, Etc. The minimum number of the shares to be purchased (61,805,100 shares) exceeds the number of shares equivalent to the majority of the shares of the number of shares (88,386,882 shares), which is the total number of issued shares as of July 31, 2020, set forth in the Target Company Quarterly Report (95,857,420 shares) less the number of treasury shares held by the Target Company as of the same date set forth in the Target Company Quarterly Report) (3,149,736 shares) and the sum of the total of the Prospective Tendered Shares (4,320,802 shares), which is 44,193,442 shares (holding ratio: 47.67%) i.e., the majority of the number of Tender Offer Stock held by the shareholders of the Target Company who have no interest in the Tender Offeror, which is the number of shares (48,514,244 shares) exceeding the number equivalent to the so-called "majority of minority" plus the total of the Prospective Tendered Shares (4,320,802 shares).

(Note 2) The minimum number of the shares to be purchased (61,805,100 shares) is the number of shares obtained by multiplying one unit (100 shares) of the Target Company Stock by the number of voting rights (618,051 rights) that is two-thirds of the voting rights or more (927,076 rights) of the number of shares (92,707,684 shares), which is the total number of issued shares as of July 31, 2020 set forth in the Target Company Quarterly Report (95,857,420 shares) less the number of treasury shares held by the Target Company as of the same date set forth in the Target Company Quarterly Report) (3,149,736 shares), which is 61,805,100 shares.

As the Tender Offeror aims to make the Target Company a wholly-owned subsidiary of the Tender Offeror through the Tender Offer, if the Tender Offeror fails to acquire all of the Target Company Stock through

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the Tender Offer (excluding the treasury shares held by the Target Company), the Tender Offeror intends to acquire all of the Target Company Stock by implementing the Procedures for Making the Target Company A Wholly-Owned Subsidiary as stated in "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" below.

The Tender Offeror plans to implement the Share Transfer to strengthen the existing relationship between the Target Company and The Yomiuri Shimbun Holdings, and the voting rights ratio of the Tender Offeror and The Yomiuri Shimbun Holdings in the Target Company following the Share Transfer will be 80% and 20%, respectively. Please refer to "(iii) Background and Purposes of the Tender Offeror's Implementation of the Tender Offer," "(a) Background to, purpose and decision-making process of the Tender Offer" of " (2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" below for the details regarding the background and course of events and the like at the Tender Offeror including the strengthening of the relationship between the Target Company and The Yomiuri Shimbun Holdings. In addition, for the details of the Shareholders Agreement, please refer to "(b) Shareholders Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer" below.

According to the "Notice Concerning Expressing an Opinion to Support the Tender Offer for the Company Stock by Mitsui Fudosan Co., Ltd. and Recommendation of the Tender Thereto, and Execution of the Capital and Business Alliance Agreement" (the "Target Company Press Release") that was announced by the Target Company today, the Target Company at the meeting of its board of directors held today approved a resolution to express its opinion in favor of the Tender Offer and to recommend that shareholders of the Target Company tender their shares in the Tender Offer. For details of the foregoing resolution of the board of directors of the Target Company, please refer to the Target Company Press Release and "(vi) Unanimous Approval of All Non-interested Directors of the Target Company and Unanimous Opinion of No Objection from Auditors," of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below.

  1. Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer
  1. Background to, purpose and decision-making process of the Tender Offer
  1. Outline of the Tender Offeror

The Tender Offeror was founded in July 1941 as Mitsui Fudosan Co., Ltd., a company with the primary purpose of managing the real estate owned by the former Mitsui Company, pursuant to the Mitsui reorganization plan prepared by Mitsui So-motokata, and was listed on the First Section of the Tokyo Stock Exchange in May 1949.

Today, the Tender Offeror Group (comprising the Tender Offeror, its 283 consolidated subsidiaries, and 97 affiliate companies accounted for by the equity-method (each as of the end of September 2020; hereinafter the same)) engages in building leasing business, commercial facility leasing business, housing sales business, hotels and resorts business, logistics business, consulting business, property management business and overseas business, etc., with a group-wide statement of "Bringing affluence and comfort to urban living."

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The business environment surrounding the Tender Offeror Group is facing drastic changes, including, among others, the full-fledged progression of population decline, low birthrates and the aging of society in Japan as well as the acceleration of technological advances and diversification and fragmentation in perceptions of value. Moreover, there has been a rise in social awareness regarding "sustainability," such as consciousness for the environment and resolving social issues, and companies are required to be more mindful of these changes in operating their businesses.

Based on the view above on the surrounding circumstances, in May 2018, in order to enjoy sustainable growth beyond the mid-2020s, the Tender Offeror established a long-term business policy for the period through fiscal 2025, known as "VISION 2025," and has since then been operating its business in pursuit of its corporate objectives, namely: "to successfully establish a sustainable society through the creation of neighborhoods," "to innovate real estate business itself through the use of technology" and "to evolve into a global company." Further, under the philosophy of "appropriate balance sheet control," the Tender Offeror has been trying to optimize its asset portfolio through regular replacement of assets.

In neighborhood creation, the Tender Offeror has actively developed mixed-use developments, such as "Nihonbashi Revitalization Plan," "Tokyo Midtown," "Kashiwanoha Smart City" and "Tokyo Midtown Hibiya," that accommodate people's diversifying values and lifestyles. With the Tender Offeror's overall capabilities across various product segments (i.e., offices, commercial and residential facilities, hotels, etc.) and a wide range of value chains (i.e., investment, development, management, leasing, etc.), combined with its advanced development capabilities backed by its extensive business experience, the Tender Offeror has been promoting the creation neighborhoods where tangibles and intangibles are integrated, has led to enhancement of the liveliness of cities and the competitiveness of areas and to an increase in the Tender Offeror's gains and profit.

As a result, as of the fiscal year ended March 2020, the Tender Offeror has been setting the record high revenue for the last eight consecutive years, and the last six consecutive years for operating income, ordinary income, and profit attributable to the owners of the parent company.

  1. Outline, Business Environment and Management Issues of the Target Company
    The Target Company, established on December 25, 1936, completed the construction of "Korakuen Stadium," a stadium exclusive to professional baseball, in Suidobashi, Tokyo, in September 1937, marking the beginning of its business operations. The Target Company was listed on the respective First Section of the Tokyo Stock Exchange and Osaka Securities Exchange Co., Ltd. in May and July 1949, respectively (later delisted from the Osaka Securities Exchange in 2009). In 1988, the Target Company completed the construction of the "Tokyo Dome," Japan's first all-weather,multi-purpose stadium, which made the pastime of watching baseball games more enjoyable than ever, contributing to the evolution of the baseball industry. In addition to baseball games, other events are planned and held at the "Tokyo Dome," including concerts by artists from Japan and abroad, the "Furusato Matsuri Festival," the "Tableware Festival" and the "Tokyo International Quilt Festival," which are all well received by their visitors. According to the Target Company, through such concerts and events, it has provided sophisticated entertainment to its customers, which leads the Target Company to believe that their efforts have significantly contributed to the creation and development of culture.
    In 1955, the Target Company opened "Korakuen Amusement Park," or "Tokyo Dome City Attractions," as it is known today, in Suidobashi, Tokyo, which, to this day, attracts customers of all ages, ranging from toddlers to seniors, with its various attractions, from thrilling roller coasters to kid-friendly rides. Further, by holding nearly 50 years of "Hero Shows" or a variety of other events that are not tied to any specific

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content, the Target Company attracts as many as 5,910,000 visitors in a single year (for the fiscal year ended January 2020) as a provider of an urban-style amusement park offering dreamlike experience and excitement. In addition to the foregoing, in 2000, the Target Company opened "Tokyo Dome Hotel" with 1,006 rooms in Tokyo, and the Target Company believes that "LaQua," an integrative entertainment commercial facility centered around spas that opened in 2003, was the genesis of the growing popularity of hot springs in central Tokyo. The Target Company named the area of its headquarters (i.e., Suidobashi, Tokyo) "Tokyo Dome City," where it has intensively invested management resources to fully leverage its advantages, aiming to achieve a synergistic effect by consolidating various kinds of leisure activities in one spot. "Tokyo Dome City" has now become a landmark in Japan, with approximately 40 million people visiting every year.

According to the Target Company, the Target Company and its affiliates (comprising the Target Company, its 11 consolidated subsidiaries, one affiliate company accounted for by the equity-method, and four non- consolidated subsidiaries (as of October 31, 2020); collectively, the "Target Group"), are committed to creating and proposing urban-style leisure that all can enjoy, regardless of their age or gender, to realize the company's business philosophy: "to share 'excitement' with customers and contribute to creating an affluent society through communications." The Target Company will continue to operate its business with the pride of a leading company in the leisure service business.

The main focus of the Target Company's business is to provide entertainment and services, where they engage in the Tokyo Dome City business, secondary market business (management of cosmetics and general stores "Shop in" and "Crème et Rouge"), real estate business (leasing and management of real estates held outside Suidobashi, Tokyo), Atami business (management of "ATAMI BAY RESORT KORAKUEN" in Atami, Shizuoka) and bicycle race business. According to the Target Company, it believes that it maintains an ability to attract approximately 40 million customers, driven by the geographic advantage of the Tokyo Dome City business, which is the Target Company's core business with a high market potential. According to the Target Company, the Tokyo Dome City business is a comprehensive entertainment business that consists of "Tokyo Dome", "Tokyo Dome Hotel", "LaQua", "Tokyo Dome City Attractions" and "Yellow Building". According to the Target Company, as Tokyo Dome City business being the largest contributor to the Target Company's profit, it has focused its investment on the Tokyo Dome City business to maximize its business value.

On March 11, 2016, the Target Group established a mid-term management plan called "Innovation: Toward the Next Generation of Value Creation" , which covers the five fiscal years from the fiscal year ended in January 2017 to the fiscal year ending in January, 2021, and has worked to create new values of the Target Company for the next generation. More specifically, the Target Company established four managerial targets, namely, enhancement of profitability, improvement of financial structure, higher efficiency for capital operation, and stable dividends and dividends linked to earnings. According to the Target Company, it then identified eight management issues that need to be addressed in order to achieve those targets, including, among others, "maintaining and expanding the profitability of the Tokyo Dome City business" and "researching and developing new growth strategies and growing the existing businesses other than the Tokyo Dome City business." Various action plans have been put into effect to address those agenda.

However, according to the Target Company, due to the pandemic (the "COVID-19 Pandemic") from the disease caused by a new strain of coronavirus ("COVID-19"), not only did the mid-term management plan cease to progress, but many of its facilities, including, among others, the Tokyo Dome City were forced to experience canceling of events or suspension of business. Further, as the period of the COVID-19

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pandemic remains uncertain, the Target Company expects there to be a material adverse impact on their ability to hold events or attract customers, as well as on their overall management. According to the Target Company, under such circumstances, on July 20, 2020, the Target Company, together with The Yomiuri Shimbun Holdings and the Yomiuri Giants, released a statement titled "Tokyo Dome's new initiatives: In pursuit of a clean, safe and comfortable world-class stadium" The Target Company is also in the process of establishing a new management plan for the Target Company to survive the era of COVID-19 and post- COVID-19. According to the Target Company, its next mid-term management plan, which is currently under development, covers the period from the fiscal year ending in January 2022 to the fiscal year ending in January 2024, and focuses on creating a long-term vision for the future of the Tokyo Dome City, and securing a strong business and financial base to realize such vision, and further set financial objectives aiming for a recovery from the crisis of the COVID-19 Pandemic, a reform of its business model, and finally bringing back its operating profit level up to approximately 9 billion yen.

  1. Background and Purposes of the Tender Offeror's Implementation of the Tender Offer
    In the commercial facility business, the Tender Offeror recorded revenue of approximately 1.3 trillion yen in its total 121 facilities including 17 facilities of "Mitsui Shopping Park Lalaport" and 16 facilities of "Mitsui Outlet Park" (as of the end of March 2020), and is also working to build the Omni-Channel platform and expand revenue through the e-commerce mall share with physical store "& mall." At the Hotels and Resorts Division, the Tender Offeror operates nine hotel and resort brands that meet the diversifying needs of its customers, ranging from luxury hotels to high-qualitylodging-oriented hotels, which increase the attractiveness of urban areas on the scale of total 39 facilities and approximately 10,000 rooms and has approximately 0.4 million members (as of the end of March 2020).
    Through these businesses, the Tender Offeror believes that (i) society is maturing, and that consumer awareness and behavior are shifting from "goods" to "events and experience;" (ii) the value of real-life experiences is beginning to be revalued through the progress of digitalization; and (iii) therefore, in neighborhood creation, it is vital to provide real-life experience value that cannot be obtained digitally and to enhance the attractiveness and competitiveness of the area. In particular, the Tender Offeror recognizes that the power of sports and entertainment attracting a large number of people is a particularly important element.
    Based on the view above, the Tender Offeror has been promoting the development of cities that utilize the strengths of sports and entertainment, such as the holding of the Mitsui Fudosan Sports Academy for TOKYO 2020 as the Gold Machizukuri Partner for the Tokyo 2020 Olympic and Paralympic Games, and the development of Tokyo Midtown Hibiya, which focuses on the city of art, culture and entertainment. In addition, the Tender Offeror's neighborhood creation is aimed at realizing a future in which people gather in town, realizing prosperity, with innovation being realized through human interaction. The goal remains unchanged in the post-COVID-19 era. The Tender Offeror believes that enhancing the value of real-life experiences while taking health and safety into consideration will enhance the Tender Offeror's corporate value, and the Tender Offeror has been examining the further expansion of initiatives, such as the neighborhood creation centered on sports and entertainment that attracts a variety of people regardless of age or gender and brings vitality to the neighborhood and entry into the stadium-arena business.
    Furthermore, as a real estate developer, the Tender Offeror constantly analyzes and researches companies that own land as a part of its normal corporate activities in order to acquire new business opportunities. The Tender Offeror has also closely monitored the Target Company, which owns about 40,000 tsubo of land in central Tokyo. The Target Company has a stadium, "Tokyo Dome," which is believed to have extremely high potential in the following aspects: location (minimum 8 minutes from Tokyo Station to

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Korakuen Station, the nearest station, 1-minute walking distance from Korakuen Station, and 7 routes within a 15-minute walk), size (only indoor stadium/arena capable of accommodating more than 55,000 people in Japan), and entertainment record (the home stadium of the Yomiuri Giants, the most popular team among the 12 professional baseball teams (source: Yomiuri Shimbun Public Opinion Polls by mail "Sports" from January to February 2019), and is also used as a concert hall for domestic and foreign artists. In addition, in the vicinity of "Tokyo Dome", there is a large daytime population, including not only corporations and universities, but also residences, and there are regular customers who use commercial facilities that are not limited to event users. Moreover, the number of those attending professional baseball games, including the customer who uses "Tokyo Dome" most frequently, the Yomiuri Giants, increased by an average of 2.6% (approximately 550,000 people) per year over 9 years from 21,570,000 people in 2011 (source: NPB statistical data "Number of Attendance by League Year," "Number of Attendance and Average Gaming Time in 2019 (preliminary edition)), and the market size for the main lending market in "Tokyo Dome" was approximately 2.6 times over the period from 2010 (approximately 160 billion yen) to 2020 (approximately 423.7 billion yen) (source: 2020 Live Entertainment Investigation Committee "Live Entertainment Whitepaper 2020," and in the MICE (MICE is the acronym for Meetings of companies, Incentive travel conducted by companies, Conventions hosted by international organizations and entities and academic societies, and Exhibitions/Events, and is collectively referred to as business events that are expected to attract many customers and stimulate exchanges) market, the total area of use at exhibitions increased by an average of 3.7% (approximately 510,000 square meters) per year over six years from approximately 14,660,000 square meters in 2012 (source: "Exhibition Database 2020", POP co., ltd.), and it is believed that the existing value of "Tokyo Dome" has been increasing. Actually, the Target Company's result of "Tokyo Dome City" business segment, which includes the operation of "Tokyo Dome", increased to 69.677 billion yen in sales and 16.052 billion yen in segment profits for the fiscal year ended January 2020 (the average growth rates per year for sales and segment profits for nine years are 2.1% and 3.0%, respectively) from 57.806 billion yen in sales and 12.301 billion yen in segment profits for the fiscal year ended January 2011.

In late May, from the following reasons, the Tender Offeror formed the view that the alliance with the Target Company, whom it has been monitoring closely, will be the best option to accomplish its advance into neighborhood creation centered on sports and entertainment and stadium-arena business, which are new business fields for the Tendor Offeror.

  • The Target Company owns land of approximately 40,000 tsubo (Approximately 39,000 tsubo of which is designated by Tokyo Metropolitan Government as a city planning facility (city planning park) area in accordance with the City Planning Act (Act No. 100 of 1968, as amended; hereinafter the same). Unlike ordinary land, if the business is conducted as a patent business under Article 59, Paragraph 4 of the City Planning Act after obtaining the authorization of Tokyo Metropolitan Government, it is necessary to comply with the policies and standards set forth by Tokyo Metropolitan Government, such as the type of facility, the area of construction, and the securing of tree planting area), which enables the Tender Offeror to expand its business by making use of the Tender Offeror's experience and know-how of city development during the redevelopment of such land.
  • The Tender Offeror will be able to acquire the experiences and knowledge of the Target Company that has been engaged in the stadium-arena business, which is a new business domain for the Tender Offeror, for about 85 years, and build relationships with contents holders and promoters related to sports and entertainment through "Tokyo Dome", which is thought that its own value has been increased more and more.
  • The impact of COVID-19 Pandemic was apparent in the Target Company (by the description in the
    "Material subsequent events" in the 110th Annual Securities Report filed on April 28, 2020 by the

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Target Company, and in the "Notice Regarding Voluntary Return of Executive Compensation" of the Target Company dated May 14, 2020), and the Tender Offeror realized that the strength of value and demand of physical venues such as commercial facilities, hotels, and offices remain unchanged after experiencing the business environment and recovery of demand after the lifting of the declaration of a state of emergency, although commercial facilities and hotels were temporarily closed in response to the declaration of a state of emergency following the COVID-19 Pandemic.

Further, the Tender Offeror came to believe that it is necessary for the Tender Offeror to acquire the Target Company Stock on the premise of taking the Target Company private and implement the Target Company's growth strategy in order to (i) fully make use of the Tender Offeror's experience and know- how, and financial resources it has accumulated in its business in the Tender Offeror's neighborhood creation and the Target Company's stadium-arena business and (ii) fully enjoy the Target Company's experience and knowledge regarding the stadium-arena, which may lead to the enhancement of the corporate value of both companies and the Target Company's recovery from the COVID-19 Pandemic.

Accordingly, since the Tender Offeror has had a close relationship with The Yomiuri Shimbun Holdings; for example, the Tender Offeror leased an office building to The Yomiuri Shimbun Holdings from 2010 to 2015, the Tender Offeror represented to The Yomiuri Shimbun Holdings, the parent company of the Yomiuri Giants, which is an important customer of "Tokyo Dome" who uses "Tokyo Dome" most frequently, that the Tender Offeror would consider acquiring the Target Company Stock in order to request The Yomiuri Shimbun Holdings to introduce the Target Company in early June 2020. At the end of January of the same year, The Yomiuri Shimbun Holdings was informed by the Target Company that it had received the January 30 Oasis Letter (as defined in "(iv) Process of and Reasons for Decision-Making by the Target Company" below) and The Yomiuri Shimbun Holdings held discussions with the Target Company regarding how to respond it as an important customer of the Target Company, and when the Tender Offeror requested The Yomiuri Shimbun Holdings to introduce the Target Company in early June of the same year, The Yomiuri Shimbun Holdings recognized that the Target Company was planning to approach potential business strategy partners, which are expected to generate certain business synergies with the Target Company in the future, to form a capital and business alliance with the Target Company. Therefore, the Tender Offeror was informed by The Yomiuri Shimbun Holdings to such effect when the Tender Offeror requested The Yomiuri Shimbun Holdings to introduce the Target Company (in early June 2020).

The Yomiuri Shimbun Holdings introduced the Target Company to the Tender Offeror, and in late June of the same year, the Tender Offeror approached the Target Company and proposed to implement a growth measure, which is premised on taking the Target Company private, to realize neighborhood creation centered on sports and entertainment with the Tender Offeror as a long-term business partner. Furthermore, in late July of the same year, the Tender Offeror conducted interviews with The Yomiuri Shimbun Holdings on measures to increase the added value of the Target Company in order to advance its growth strategy which is premised on taking the Target Company private. In early August of the same year, the Tender Offeror received a notice from the Target Company containing a summary of the formal business strategy partner selection procedures and a request to submit an initial proposal (a request in the form of a proposal that contains the specific details of the business alliance, the percentage of the Target Company Stock that the Tender Offeror wishes to acquire, views on the price and method of the acquisition, and views on the treatment of the Target Company's officers and employees and business partners after the capital and business alliance), and in late August of the same year, the Tender Offeror made an initial proposal to the Target Company on the significance of the transaction to make the Target Company a wholly-owned subsidiary by the Tender Offeror, and the Target Company growth strategies (since the due

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diligence has not been conducted at this time, the Tender Offeror has not made a proposal about the price ). Subsequently, the Tender Offeror conducted due diligence during the period from late August of the same year to early November of the same year to review the feasibility of the Transaction, and while conducting the due diligence, the Tender Offeror also had several discussions with the Target Company on the Target Company's management issues and mid-to-long-term strategies and measures aimed at enhancing the Target Company's corporate value.

Considering the progress of the due diligence and an outcome of the discussions with the Target Company, etc., the Tender Offeror holds in high regard the market competitiveness of the Tokyo Dome owned by the Target Company, stadium-management ability and a wide range of sports and entertainment-related relationships backed by its management and operation performance of approximately 85 years since the establishment of the Target Company in 1936, and the attractiveness of Tokyo Dome City, which combines stadiums, commerce, and hotels with its focus on sports and entertainment. In addition, in mid- October of the same year, the Tender Offeror came to believe that by making the Target Company a consolidated subsidiary, the Tender Offeror will be able to leverage its experience and expertise in the urban development, commercial facility business and the hotels and resorts business, contributing to the further expansion of the Target Company's business, and the Tender Offeror will acquire these strengths of the Target Company, and such strengths will be a major driver of neighborhood creation that utilizes the power of sports and entertainment by being newly involved in the stadium-arena business, which the aim of the Tender Offeror, and contribute to a further leap forward in the Tender Offeror's neighborhood creation.

Furthermore, the reason why the Tender Offeror determined that it would be appropriate to make the Target Company a consolidated subsidiary is that the Tender Offeror recognizes that, from the financial statements of the Target Company and the result of the due diligence, etc., "Tokyo Dome," which is owned by the Target Company, is the home stadium of the Yomiuri Giants, the most popular team among the 12 Japanese professional baseball teams (source: the Yomiuri Shimbun, January-February 2019, National Public Opinion Survey by Mail, "Sports") and that the games hosted by the Yomiuri Giants are one of the stable sources of the Target Company's earnings. The Tender Offeror believes that formulation and performance of growth strategy and brand strategy of "Tokyo Dome," which emphasizes collaboration with the Yomiuri Giants, will be crucial in order to achieve sustainable value enhancement of the Target Company in the future in light of its business structure, the business relationship between The Yomiuri Shimbun Holdings affiliating the Yomiuri Giants and the Target Company since the construction of Korakuen Stadium in 1937, and the recent trend in the Japanese professional baseball world (ongoing shift to a business model that aims to expand profitability and diversify revenue sources through providing fans with an attractive experience that integrates tangibles and intangibles with management that strengthens the integrity of each baseball team with stadiums).

The Tender Offeror believes that, in order for The Yomiuri Shimbun Holdings to work together with the Tender Offeror towards formulation and performance of growth strategy and brand strategy of "Tokyo Dome", it is essential that The Yomiuri Shimbun Holdings acquire the Target Company Stock of sufficient shareholding ratio to gain a commitment for formulation and performance of such strategies while the Tender Offeror holding sufficient ownership percentage to maintain the control, and came to believe that 20% would be appropriate for the specific investment ratio of The Yomiuri Shimbun Holdings. Therefore, the Tender Offeror made an overture to The Yomiuri Shimbun Holdings in mid-October of the same year to acquire 20% of the Target Company Stock from the Tender Offer after the completion of the Transaction and to jointly offer a proposal to the Target Company while conducting the due diligence and holding discussions with the Target Company. The Tender Offeror considered implementing the Tender Offer

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through a joint tender offer by the Tender Offeror and The Yomiuri Shimbun Holdings, but, in addition to the complexity of procedures that would arise by implementing the Tender Offer through the joint tender offer, although the shareholding ratio of the Target Company Stock in The Yomiuri Shimbun Holdings after the Transaction is intended to be 20%, the Target Company Stock to be acquired by The Yomiuri Shimbun Holdings could become fractional share less than one share as a result of the Share Consolidation described in "(b) Share Consolidation" of "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" below, and there is a possibility that the shareholding ratio of the Target Company Stock in The Yomiuri Shimbun Holdings will be less than 20% depending on the shareholding ratio of other shareholders of the Target Company at the completion of the Tender Offer, the Tender Offeror proposed, in mid-October of the same year, to The Yomiuri Shimbun Holdings not to participate as a joint offeror in the Tender Offer and to conduct the Share Transfer after the completion of the Procedures for Making the Target Company A Wholly-Owned Subsidiary, and the Tender Offeror and The Yomiuri Shimbun Holding agreed to respectively hold 80% and 20% of the Target Company. Further, according to The Yomiuri Shimbun Holdings, it decided that it would not participate as an offeror in the Tender Offer and would receive the Share Transfer once the Tender Offeror made the Target Company a wholly-owned subsidiary and that the voting rights ratio of the Tender Offeror and The Yomiuri Shimbun Holdings in the Target Company following the Share Transfer will be 80% and 20% considering that it only has a relationship with the Target Group in which the Yomiuri Giants which is affiliated by The Yomiuri Shimbun Holdings uses the "Tokyo Dome" owned by the Target Company as its home stadium and on the other hand, that the Transaction has been considered mainly by the Tender Offeror while ensuring that The Yomiuri Shimbun Holdings would benefit from the Tender Offeror's efforts to enhance the interests of the Target Group through the Transaction. Subsequently, the Tender Offeror had multiple discussions with The Yomiuri Shimbun Holdings to consult about the Target Company's management issues and mid-to-long-term strategies and measures aimed at enhancing the corporate value of the Target Company.

As a result of the discussions, The Yomiuri Shimbun Holdings came to believe that making the Target Company an affiliate by holding 20% of the Target Company Stock would further deepen the existing relationship, which is a relationship between the owner of "Tokyo Dome" and the owner of the Yomiuri Giants, its important customer, and enable the integrated operation of the baseball team and the stadium, and also enable The Yomiuri Shimbun Holdings to enjoy the benefits of improving the benefits of the Target Company by utilizing the Tender Offeror's experience and know-how of neighborhood creation, as well as operation ability and customer infrastructure, such as commercial facilities and hotels, for the management of the Target Company. At the same time, it is required (i) to ensure a stable management foundation while realizing the management plans and the synergy measures described in (a) through (e) below, which are outlined by the Target Company, in a timely and steady manner, despite the uncertainty about the timing of the resolution of COVID-19, (ii) not only to have short-term profitability, but also to make investment decisions from a mid-to-long-term perspective to implement a next mid-term management plan (subject to the term from the fiscal year ended January 2022 to the fiscal year ended January 2024) that is under preparation by the Target Company, and (iii) to eliminate the risk of conflicts of interest with minority shareholders in order to fully demonstrate the management resources and knowledge of the three companies. Accordingly, the Tender Offeror and The Yomiuri Shimbun Holdings have determined that it is essential to ultimately make the Target Company a consolidated subsidiary of the Tender Offeror after taking the Tender Offeror private through the Procedures for Making the Target Company A Wholly-Owned Subsidiary as stated in "(1) Overview of the Tender Offer" above. In early November 2020, the Tender Offeror and The Yomiuri Shimbun Holdings also concluded that the Transaction and the Share Transfer are initiatives that would contribute to increasing the corporate value of both companies.

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As a result of the above considerations, the Tender Offeror and The Yomiuri Shimbun Holdings jointly made an initial proposal (the "Initial Proposal") of the Transaction and the Share Transfer to the Target Company officially on November 12, 2020. In the initial proposal, the Tender Offeror and The Yomiuri Shimbun Holdings proposed to set the tender offer price per share of the Target Company Stock in the Tender Offer (the "Tender Offer Price") at 1,200 yen. Subsequently, on November 16 of the same year, the Target Company requested to increase the Tender Offer Price to 1,350 yen for the reason that, as stated in "(iv) Process of and Reasons for Decision-Making by the Target Company" below, although it is not legally binding and under certain conditions, the Target Company received a proposal from Oasis (as defined in "(iv) Process of and Reasons for Decision-Making by the Target Company" below) in the January 30 Oasis Letter (as defined in "(iv) Process of and Reasons for Decision-Making by the Target Company" below) that Oasis would purchase all of the Target Company Stock at 1,300 yen per share, and for the reason of the level of the premium for the market share price in the recent case similar to this case (the case of making a target company a wholly-owned subsidiary). Although there are factors that make it difficult to simply compare the Tender Offeror's proposal with Oasis Proposals, for example, (i) the Target Company's business and performances were not yet affected by COVID-19 when Oasis made a proposal to purchase all of the Target Company Stock at 1,300 yen per share on January 30 of the same year, since it was before COVID-19 spread in Japan (the first infection of COVID-19 in Japan was confirmed on January 15 of the same year by the Ministry of Health, Labour and Welfare. source:press release of the Ministry of Health, Labour and Welfare (dated January 16 of the same year), "A patient diagnosed with pneumonia linked to a new coronavirus (first case) is confirmed"), and therefore, the business forecast and actual financials used for trial calculation used as assumption were completely different from those when the trial calculation of the Tender Offer Price was conducted by the Tender Offeror in early November of the same year, (ii) the forecast of financial results for the fiscal year ended January 2021 indicates that the Target Company would be in an operating deficit (a deficit of the operating income is expected to be 13 billion yen and a deficit of the profit attributable to owners of the parent company is expected to be 18 billion yen according to "Notice of Announcement of Forecast of Consolidated Results for FY2021" announced by the Target Company on September 10 of the same year), and (iii) stock price level (the closing price as of January 29, 2020, the date immediately preceding January 30, 2020 when Oasis proposed to acquire all of the Target Company Stock at 1,300 yen per share, was 1,049 yen, which makes the offered 1,300 yen per share was with 23.93% premium on the closing price for such date, 1,049 yen, and on the other hand, the closing price as of November 16, 2020, the date when the Tender Offeror was requested by the Target Company to raise the Tender Offer Price to 1,350 yen was 930 yean and the closing price as of November 17, 2020, the following date, was 944 yen), taking into comprehensive consideration those factors and the request by the Target Company to reconsider the Tender Offer Price, the Tender Offeror made a proposal to the effect that the Tender Offer Price would be 1,250 yen (such Tender Offer Price was with 32.42% premium on the closing price as of November 17, 2020, which exceeds the level of premium offered by Oasis) again on November 18 of the same year. Subsequently, on November 20 of the same year, the Target Company again requested to increase the Tender Offer Price to 1,300 yen or more for the same reasons as the request to increase the Tender Offer Price on November 16 of the same year (the fact that the Target Company received a proposal from another company that such company would purchase all of the Target Company Stock at 1,300 yen per share, and consideration on the level of the premium for the market share price in the recent case similar to this case (the case of making a target company a wholly-owned subsidiary)). The Tender Offeror made a final proposal on November 24 of the same year, to set the Tender Offer Price at 1,300 Japanese yen, in light of the request by the Target Company to reconsider the Tender Offer Price based on recent trends of Target Company Stock prices, such as the stock price rise since late October of the same year, and received a written notice from the Target Company, on November 26, 2020, accepting such final proposal.

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In light of the business conditions surrounding the Tokyo Dome City business which is the Target Company's core business and its short-termcash-flow position, the Tender Offeror determined that the Target Company will need to secure a stable management base at an earlier stage and promptly implement measures to recover from the COVID-19 crisis and implement synergy measures described in (a) through

  1. below, which will lead to the Target Company's future competitive advantage and improved profitability, and ultimately to the enhancement of the Tender Offeror Group's corporate value, and thus, the Tender Offeror resolved at the board of directors meeting held today to implement the Tender Offer as part of the Transaction, setting the Tender Offer Price at 1,300 Japanese yen per share.

In addition, as described above, since the Tender Offeror will have a capital relationship with the Target Company through the Transaction, and The Yomiuri Shimbun Holdings will strengthen the capital relationship with the Target Company through the Share Transfer, the Tender Offeror resolved to execute the Shareholders Agreement with The Yomiuri Shimbun Holdings at the board of directors meeting held on November 27, 2020, for the purpose of building a smooth relationship with the Target Company to realize the enhancement of the Target Company's corporate value (For details of the Shareholders Agreement, please refer to "'(b) Shareholders Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer" below).

[Various Synergy Measures]

The Tender Offeror views the matters described in (a) through (e) below as synergy measures with the Target Company and The Yomiuri Shimbun Holdings.

  1. Improving Customer Satisfaction and Profitability Through Integrated Operation of Baseball Team, Stadium and the Tender Offeror
    Further deepening of the existing relationship between the Target Company and Yomiuri Shimbun Holdings as the owner of the Tokyo Dome and the owner of the Yomiuri Giants, its important customer, through strengthening the capital relationship therebetween will enable the integrated operation of the baseball team and the stadium. Furthermore, through integrated operation including the Tender Offeror which has provided high-quality spaces in various real estate businesses, the Tender Offeror believes that it will be able to implement and provide various measures that contribute to convenience, safety and comfort for users in a timely manner, while leveraging the knowledge and know-how of the three companies. As a result, the Tender Offeror believes that it can improve the profitability of the Target Company by offering its audiences watching games and experience value that are more satisfactory than other stadiums.
    Specifically, the Tender Offeror intends to proceed with deliberations toward the realization of the measures below.
    1. Strengthen profitability of stadium
      The Tender Offeror aims to enhance the profitability of the Target Company's stadium by establishing new digital signage such as large-scale displays, expanding advertising spaces, upgrading the hospitability of the watching environment, enhancing service content, and enhancing advertising sales in conjunction with Yomiuri Giants' games (use of trademarks and portraits of the baseball team and athletes, use of admission ticket campaigns, broadcasting commercials during games, sales in combination with sponsors providing fan services, etc.). In addition, the Tender Offeror will discuss and consider with the Target Company and The Yomiuri

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Shimbun Holdings measures that take advantage of the Tender Offeror's relationships with its tenant companies.

    1. Improvement of audience services
      The Yomiuri Giants will work to further enhance the attractiveness of giant games and increase the satisfaction of visitors with food and beverage and good sales branding (development of food and beverage menus utilizing the trademarks and portraits of the baseball team and athletes, presentation during games, sales of goods linked to fan services, etc.). In addition, with the aim of further improving the convenience for visitors and food and beverage sales in food and beverage sales services, including the introduction of a mobile order system and the use of DX data, the Tender Offeror will strive to improve the comfort and overall satisfaction of visitors through measures such as barrier-free expansion measures while leveraging the diverse know- how of the Tender Offeror in the operation of various facilities.
    2. Development of a digital environment
      The Tender Offeror will work to strengthen and expand on-site communications infrastructure for high-densityWi-Fi and 5G communications, create new games using digital technology and ways to enjoy baseball games, and increase the satisfaction of the audience and the number of visitors by enhancing the value of watching and experiencing games.
    3. Thorough implementation of COVID-19 measures
      The Tender Offeror understands that the Target Company is already working on ventilation measures in the stadium. In the future, the Tender Offeror will continue to thoroughly implement COVID-19 measures, such as introducing non-contact ticketing and payment systems utilizing digital technology. The Tender Offeror will build a stadium where visitors can enjoy baseball games and events with peace of mind.
    4. Provision of attractive opportunity for experiential expenditure
      The Tender Offeror believes that a closer collaboration between the facilities of the Target Company with the content and digital know-how of the Yomiuri Giants and The Yomiuri Shimbun Holdings will provide more opportunities for experiential expenditure than ever before.
  1. Strengthening Competitiveness of Target Company By Leveraging Tender Offeror's Know-How
    The Tender Offeror believes that it will be able to strengthen the competitiveness of the Target
    Company's commercial facilities business and hotel business by leveraging the Tender Offeror's competitive neighborhood creation and urban development know-how based on the Tender Offeror
    Group's experiences, planning, development, sales, and management know-how of shopping centers centered on "Lalaport" and "Mitsui Outlet Park," as well as efficient operations based on its hotel management results, led by Mitsui Garden Hotels.
    Specifically, the Tender Offeror anticipates increasing revenue by (i) increasing the value of the Target
    Company's commercial facilities by leveraging the relationships of approximately 2,400 tenants in the Tender Offeror's commercial facility business; (ii) improving facility sales, etc. through the shared advertising strategies for the Tender Offeror and the Target Company; (iii) improving the accessibility for "Tokyo Dome" visitors by distributing store congestion conditions in the "Tokyo Dome City" by using Mitsui Shopping Park application and signage, etc.; and (iv) improving earnings through collaboration between events held at "Tokyo Dome" and the "Tokyo Dome City" and the Tender

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Offeror e-commerce website "&mall." In addition, the Tender Offeror believes that it will be able to operate more attractive and efficient hotels and other facilities by further improving operations and strengthening sales and marketing by leveraging the operating performance of a total of 39 facilities and approximately 10,000 rooms in the hotels and resorts business of the Tender Offeror.

In addition, the Tender Offeror believes that it can contribute to further raising the potential of the "Tokyo Dome City" as a whole by utilizing the development and town management know-how cultivated in "Tokyo Midtown," the business operators of which the Tender Offeror represents and is a complex redevelopment project, which includes offices, commercial facilities, rental housing, hotels, design-related facilities, medical centers, and hall-and-conferences in approximately 102,000 square meters of land (including a green area and open space of approximately 40,000 square meters including neighboring Minato-kuHinoki-cho Park) and "Tokyo Midtown Hibiya," which attracted approximately 22 million visitors annually in the fiscal year 2018 and is an art, culture, and entertainment town.

In addition to the above, the Tender Offeror will utilize its human, tangible and other management resources in various fields to provide more proactive support for the Target Company's business operations, whereby the Target Company's functions and creation of new businesses will be brought up to speed. The Tender Offeror believes that the Target Company will be able to rapidly recover from the COVID-19 crisis and achieve dramatic growth by reducing operating costs by leveraging the Tender Offeror's results of renovation and repairs through real estate management with approximately 80 years of experience since the establishment of the Tender Offeror, acquiring new advertisers by leveraging tenant relationships with approximately 3,000 office building tenants and 2,400 commercial facility tenants, transforming the business models by leveraging the DX driving force of the Tender Offeror, which were selected as "Proactive IT Management Brands 2019" that the Ministry of Economy, Trade and Industry and the Tokyo Stock Exchange jointly selected and announced on April 23, 2019, and a wide range of relationships such as relationship with startups and academia developed through the Tender Offeror's efforts including its operation of CVC fund.

  1. Effectiveness of Collaboration Among Customer Base of the Tender Offeror, the Target Company and The Yomiuri Shimbun Holdings
    The Tender Offeror has a customer base, including approximately 2,400 commercial facility tenants, approximately 12 million Mitsui Shopping Park Point members, approximately 2.5 million "&mall" members, approximately 0.4 million Mitsui Garden Hotel members, approximately 3,000 office building tenants and approximately 240,000 Mitsui-No-Sumai Loop members (as of March 31, 2020).
    On the other hand, the Target Company has also a customer base, including approximately 740,000 TD Point Card members (estimated as of October 31, 2020) and approximately 40 million visitors per year to the "Tokyo Dome City". The Yomiuri Shimbun Holdings also has a customer base, including 7,423,536 Yomiuri Shimbun morning edition subscribers (source: numbers of all morning edition publications in August 2020 published by the Japanese ABC Association), approximately 450,000 Yomiuri Giants Fan Club members, and approximately 0.5 million Giant Application registration members. Through sales promotions that leverage the customer base of the three companies, the Tender Offeror and the Target Company will be able to attract customers to the respective facilities of the Tender Offeror and the Target Company by encouraging the cross-use of commercial facilities and hotels of the Tender Offeror and the Target Company, which will contribute to improving the profitability of the facilities of the Tender Offeror and the Target Company.

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  1. Strengthening the Competitiveness of the Tender Offeror's Neighborhood Creation by Leveraging Target Company's Know-How in Sports and Entertainment
    According to the Target Company, it holds a variety of events at various targets throughout the year, attracting approximately 40 million visitors a year, regardless of their age or gender. In addition to professional baseball and concerts, the number of conventions such as exhibitions is increasing, and the Target Company has knowledge in event planning, proposals, and programming. In addition, according to the Target Company, it is capable of planning events that are attractive to customers, including those featuring the latest trends such as collaboration with YouTubers, who are attracting attention as a new form of information dissemination, and programs enjoyable by families such as Ultra Heroes EXPO, which focuses on heroes for children. Furthermore, according to the Target Company, in the sport facility operation and management business, it is entrusted with the operation and management of 212 facilities (as of the end of January 2020) by using a designated administrator system in addition to the three company-owned facilities.
    The Tender Offeror is committed to further enhancing the real-life experience value of the its neighborhood creation and, consequently, further strengthening the competitiveness of the neighborhood creation by making use of the Target Company's event-planning capabilities in sports and entertainment, as well as its relationships with content providers, such as the aforementioned YouTubers, or with local governments through entrustment of operation and management of sport and other facilities. More specifically, the Tender Offeror expects that the Target Company's successful planning in various events at the Tender Offeror's commercial facilities will increase the attractiveness of such facilities compared to facilities of competitors, leading to an increase in facility sales with larger a number of customers visiting each facility, which in turn will increase the attractiveness of the city as a whole including the vincinity of such facilities.
    In recent years, there have been increasing opportunities for urban redevelopment projects to develop functions that contribute to health promotion and the promotion of culture and art. By making use of the Target Company's resources in sports and entertainment, the Tender Offeror believes that this will lead to the development of the stadium arena project of the Tender Offeror and the acquisition of opportunities for neighborhood creation centered on sports and entertainment.
    In addition, the Tender Offeror believes that it can further enhance the value of the real experience such as enjoyment and bustling, which can only be felt by visiting commercial facilities, with respect to the commercial facilities of the Tender Offeror in Taiwan, Malaysia, and other countries by holding and operating a variety of events that leverage the Target Company's event planning capabilities and the strengths of a wide range of relationships. As stated above, by adding sports and entertainment functions to the Tender Offeror Group, the Tender Offeror believes that it will be able to become more competitive in neighborhood creation than before.
  2. Utilization of Tender Offeror's Experience and Know-How of City Development in Future
    Redevelopment of the "Tokyo Dome City"
    According to the Target Company, it is currently in the process of formulating a next mid-term management plan for the fiscal year ending January 2022 through the fiscal year ending January 2024, and it is envisaging the "Formulation of the Tokyo Dome City Future Plan" as one of the key items in this next mid-term management plan. According to the Target Company, in this future plan, it will consider measures against deteriorating facilities within the "Tokyo Dome City" (which were disclosed in the briefing material on the results of operations of the fiscal year ended January 2020), aim for
    "neighborhood creation as a new sports and entertainment city" that is full of diverse enjoyment and

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attractiveness, and move forward with the redevelopment of "Tokyo Dome City" and the "Formulation of the Tokyo Dome City Future Plan."

On the other hand, according to the Target Company, out of approximately 135 thousand square meters of the "Tokyo Dome City" site operated by the Target Company (including leased land), approximately 129 thousand square meters have been designated by the Tokyo Metropolitan Government as city planning facilities (city planning parks) areas in accordance with the City Planning Act, and unlike ordinary land, when planning new projects such as new construction, extension, or change of use of existing facilities, it will continue to be required to disclose such new projects to the public because the majority of the planning area is already open to the public as a licensed project. According to the Target Company, in addition, when conducting a project as a licensed project under Article 59, Paragraph 4 of the City Planning Act, with the approval of the governor of Tokyo, it is necessary to comply with the policies and standards stipulated by the Tokyo Metropolitan Government associated with the City Planning Act, such as the type of facilities, building area, and secured greening area. Therefore, the redevelopment of "Tokyo Dome City" will require compliance with relevant laws and regulations and administrative guidance.

The Tender Offeror will work together with the Target Company and The Yomiuri Shimbun Holdings as a trinity, and will hold workshops and take other measures for redevelopment of the "Tokyo Dome City" as a whole as an option of the "Tokyo Dome City Future Plan", in compliance with relevant laws and regulations and administrative guidance, that will maximize the location potential of the "Tokyo Dome City" adjacent to Koishikawa Korakuen and will create attractive cities that will satisfy the customers' needs of the Target Company and improve their satisfaction. In this future concept, the Tender Offeror believes that it can utilize its experience and know-how of city development that are integrated with parks, such as Nihonbashi, Roppongi, Hibiya, and Kashiwa-no-ha, as well as the new type of mixed-use commercial facility, "RAYARD MIYASHITA PARK," in which parks, commercial facilities, and hotels are integrated as PPP business with Shibuya Ward, and "Hisaya-Odori Park" (Hisaya-Odori Park in Sakae-ku of Nagoya City, Aichi Prefecture), which is one of Japan's largest parks and stores as one of the projects using Park-PFI system (open recruitment system), and contribute to this future redevelopment.

In addition, not only future redevelopment but also replacement of existing tenants and renovation work within the site will require administrative consultations to clear the regulations. Under such circumstances, the Tender Offeror believes that the use of the Tender Offeror's accumulated experience and know-how of city development, as well as its customer base and financial resources, in the measures to further enhance the attractiveness of the "Tokyo Dome City" and in its commercial facilities and hotel businesses will enable the Target Company to grow even further.

  1. Process of and Reasons for Decision-Making by the Target Company
    According to the Target Company, on March 11, 2016, the Target Company formulated and announced the mid-term management plan Shin-Kijiku "Innovation" which covers the five-year period from the fiscal year ended January 2017 to the fiscal year ending January 2021, and the Target Company is working to create new value for the Target Group for the next generation. As a result, according to the Target Company, its financial results have been solid through to the fiscal year ended January 2020, as partly shown by its achievement of one of its management goals of reducing its consolidated interest-bearing debt balance to 139 billion yen two fiscal years ahead of schedule and also by its achievement of the targeted consolidated ROE of 6% for four consecutive fiscal years, with the current fiscal year (the fiscal year ending January
    2021) being the final year of the "Innovation."

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According to the Target Company, since the end of last year, the Target Company, while continuing to be aware of management issues such as "maintaining and expanding the profit level of the Tokyo Dome City business" and "research and development of new growth strategies, and growth of existing businesses other than the Tokyo Dome City business," has been considering the resolution of these management issues, as well as a next mid-term management plan starting in the next fiscal year (fiscal year ending January 2022). Then, on January 31, 2020, Oasis Management Company Ltd., which manages the Target Company's shareholder Oasis Investments II Master Fund Ltd., ("Oasis"; according to the Amendment to the Large Shareholding Report dated January 31, 2020 filed by Oasis, Oasis owned 9,208,900 shares of the Target Company Stock as of January 24, 2020 (shareholding ratio: 9.61%)) announced a proposal for the Target Company's business improvement ("Oasis Business Improvement Proposal"), entitled "A Better Tokyo Dome," through a website operated by Oasis; further, the Target Company received from Oasis a legally non-binding letter dated January 30, 2020 (the "January 30 Oasis Letter") stating that Oasis intended to purchase all of the Target Company Stock (excluding the treasury shares owned by the Target Company) at 1,300 yen per share (the "Oasis Purchase") subject to various conditions, including completion of due diligence and securing of purchase funds.

According to the Target Company, in light of these circumstances, the Target Company has decided that, as it begins full-scale work on the formulation of a next mid-term management plan starting in the next fiscal year (fiscal year ending January 2022), it is necessary to incorporate the knowledge of outside experts in order to further improve its corporate value; accordingly, in late January 2020, the Target Company appointed Nishimura & Asahi as its legal advisor and has received legal advice from Nishimura & Asahi from the perspective of ensuring the fairness of the Target Company's decision-making process in considering various measures to improve its corporate value. In addition, in the middle of February 2020, it appointed GCA Corporation ("GCA") as its financial advisor and has received advice from GCA on the formulation of alliance strategies and a mid-term management plan from the perspective of improving its corporate value.

According to the Target Company, meanwhile, COVID-19, the first infection of which in Japan was confirmed in January 2020, has spread rapidly, and its spread has had an enormous negative impact on the leisure service business, particularly at the Target Company's "Tokyo Dome City." Specifically, according to the Target Company, due to the COVID-19 Pandemic, events at the "Tokyo Dome" have been cancelled or postponed one after another since February 2020, and lodging and banquets at the "Tokyo Dome Hotel" and "ATAMI BAY RESORT KORAKUEN" have been cancelled one after another as well. Since March 2020, the "Tokyo Dome City Attractions" has been closed and other tenants have also shortened their operating hours or suspended their operations one after another; furthermore, on March 8, 2020, the postponement of the start of the professional baseball season was decided, resulting in a drop in the occupancy rate of the "Tokyo Dome" to approximately 40% of the previous year's level. On April 7, 2020, a state of emergency was declared for seven prefectures, including Tokyo, and even after the declaration was lifted on May 25, 2020, the number of visitors continued to be sluggish as they refrained from going out and adapted to the "new normal" behavioral patterns. Further, the Target Company has incurred increased costs due to taking COVID-19 prevention measures. Consequently, according to the Target Company, it has become clear that the Target Company will not be able to avoid a situation where its financial position will inevitably deteriorate considerably, with a significant deficit of the operating profit level of 13 billion yen in the fiscal year ending January 2021, as was the prospect as of September 10, 2020, being the day on which the Target Company announced its financial results for the second quarter of the fiscal year ending January 2021.

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According to the Target Company, while it proceeded with formulating a new mid-term management plan in the midst of these environmental changes caused by the COVID-19 Pandemic, it assumed that there were the following main management issues within the Target Group, from the mid-to-long term point of view.

  1. Deterioration of the Tokyo Dome City facilities
    According to the Target Company, 58 years have passed since the Korakuen Hall Building was built, 47 years have passed since the Yellow Building was built, and 32 years have passed since the Tokyo Dome was built. Accordingly, the Target Company assumed that inconvenience and inefficiency had arisen in the customers' ability to watch an event or go around the facilities in a way that suits the customers' tastes and needs.
  2. Appearance of the synergetic effect between each facilities within the Tokyo Dome City
    According to the Target Company, it assumed that it is necessary to further strengthen the attractiveness of going around the Tokyo Dome City by suggesting to customers how to enjoy themselves at not only one facility but at several facilities within the Tokyo Dome City, because currently the customers' recognition of the attractiveness of going around the Tokyo Dome City cannot be said to be high and the synergetic effect between facilities is insufficient.
  3. Creation of the synergetic effect between the businesses of the Target Group
    According to the Target Company, it assumed that it is necessary to suggest a new way for customers to enjoy themselves through coordination of the Tokyo Dome City and each of the other facilities, because the synergetic effect between the Toyo Dome City business and facilities for other businesses, such as "ATAMI BAY RESORT KORAKUEN" for the Atami business, is insufficient.

iv, Further increase in transparency of the management structure (reinforcement of governance)

According to the Target Company, it assumed that there is still space to further reinforce governance by such means as reviewing the term of office of directors, for which there currently is no formal criteria.

  1. Measures providing foresight into the prolonged effects of the COVID-19 Pandemic
    According to the Target Company, it believed that, in addition to the measures for prevention of COVID-19 infections that have been taken so far, it is necessary to exercise additional measures that would enable it to maintain and improve its corporate value, even if the effects of the COVID- 19 Pandemic continue for a long period of time.

According to the Target Company, it assumed, as a long-term goal, that it is necessary to redevelop the "Tokyo Dome City" as a whole, in order to resolve the above management issues and improve the mid- to-long term corporate value of the Target Company. Specifically, as the site of "Tokyo Dome City" (except for some areas) is a special location that is subject to designation as a city planning park area, facilities such as "Tokyo Dome" and "Tokyo Dome Hotel" have been individually developed as a city planning project permitted by the Tokyo governor. However, according to the Target Company, it realizes that hereafter, not only through these individual developments, but also through the redevelopment of "Tokyo Dome City" as a whole, the Target Company will also have to prepare to realize "a new city development centering on sports and entertainment as a core" filled with joys and attractions utilizing the rare characteristic of the site located in the center of Tokyo. According to the Target Company, for the

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realization of such a long-term goal, which is the redevelopment of "Tokyo Dome City" as a whole, it thought that it is necessary to adopt a gradual approach of consideration predicting the time frame.

Accordingly, according to the Target Company, it intended to formulate its next mid-term management plan as follows: specifically, in the next mid-term management plan, the main purposes will be to draw up a long-term future concept for "Tokyo Dome City" and establish solid business and financial foundations for the realization thereof. Based on this, the financial aim will be to return profit levels to the operating profit level of approximately 9 billion yen by recovering from the crisis of the COVID-19 Pandemic and transforming its existing business model; and the Target Company will strongly drive forward in the recovery of the topline by shifting to the "Tokyo Dome City" which would adapt to the new era and the reduction in costs through improvement of productivity, through the basic concept of the following business strategies.

  1. Shift to the Tokyo Dome City which would adapt to the new era (Smart Tokyo Dome City Concept)
    First, according to the Target Company, it will increase customer awareness by branding the "Tokyo Dome City" as "one city." For example, by such means as encouraging customers right after watching a baseball game at the "Tokyo Dome" to go around and visit "LaQua" by properly providing them with information regarding the degree of congestion, and discounts available, at restaurants and bathing facilities, or otherwise suggesting, by using each digital channel, ways to enjoy and occasions for use by combining each facility in the "Tokyo Dome City" in accordance with the various potential needs of each customer, the Target Group will organize a mechanism and structure to listen to the customers' voice and enhance engagement with each customer.
    Furthermore, according to the Target Company, it will resolve customers' inconvenience and inefficiency within the "Tokyo Dome City." Specifically, it will consider, among others, (i) expanding the coverage of the cashless system to vending machines and other facilities although the cashless system has been adopted almost everywhere in "Tokyo Dome City," (ii) increasing customers' convenience by driving forward non-contact IC and digitalization of tickets using biometric identification, (iii) increasing customers' convenience through real-time visualization of detailed guides and congestion information and other information, and (iv) introducing mobile orders at food and beverage shops in "Tokyo Dome."
    Moreover, according to the Target Company, it will provide entertainment integrating reality and digital content. To realize this, it aims to (i) sequentially provide services integrating reality and digital content, such as a sports experience using VR, (ii) provide a platform for promotors to easily deliver the best digital content at each hall and event venue, and (iii) provide new entertainment that integrates and utilizes various data accumulated in the "Tokyo Dome City."
    Otherwise, according to the Target Company, it will consider building a relationship with neighborhood residents and legal entities to increase their frequency of use, through, among others, providing new services as well as developing contents that could also be enjoyed from outside of the
    "Tokyo Dome City" through collaboration with the facility of outside of the "Tokyo Dome City."
  2. Cost reduction by increasing productivity of the whole Target Group
    In order to further secure the recovery from the decrease of performance due to the recent COVID-19 Pandemic, according to the Target Company, it will thoroughly review inefficient business operations of all companies of the Target Group, and aim to fundamentally increase productivity. According to the Target Company, it will endeavor to increase productivity and reduce costs; specifically, it will (i)

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proceed with reviewing, on a priority basis, the efficiency of business operations, such as room management, in accommodations that were strongly affected by the COVID-19 Pandemic, (ii) review and integrate the procurement of equipment, supplies, and so on of all companies, (iii) fundamentally streamline indirect operations by using digital technology such as automating of expense reimbursement, and (iv) optimize and speed-up the management's PDCA cycle by integrating customer information and management-related information.

Under such circumstances, according to the Target Company, in order to improve its mid-to-long-term corporate value by ensuring the implementation of the next mid-term management plan and eventually realizing the redevelopment of "Tokyo Dome City" as a whole while responding to significant changes in the environment surrounding the Target Company, the Target Company has reached a conclusion that, in addition to the continuation of its independent management structure, the Target Company should, even more positively than in the past, consider strategies for alliance with business strategy partners; accordingly, in early June 2020, the Target Company started approaching, on its own or through GCA, its several potential business strategy partners who are expected to generate certain business synergies with the Target Company from the perspective of real estate development, urban development co-creation, content supplementation, etc., in order to sound out their interest in entering a capital and business alliance with the Target Company. In the middle of June 2020, the Target Company began interviews and discussions with the potential business strategy partners, excluding the Tender Offeror, for the purpose of confirming whether or not they are interested in a capital and business alliance with the Target Company. According to the Target Company, in interviews and discussions with these potential business strategy partners, it explained its management issues above and its basic idea for business strategies and thereafter requested that each of the potential business strategy partners propose their ideas for a capital and business alliance if they are interested in a capital and business alliance with the Target Company; however, the Target Company did not specifically propose a capital and business alliance that is based on making the Target Company their wholly-owned subsidiary.

In addition, according to the Target Company, after it received the January 30 Oasis Letter on January 31, 2020, it consulted with The Yomiuri Shimbun Holdings, its important customer, regarding a response to the letter; in late June 2020, the Target Company held interviews and discussions with the Tender Offeror on referral from The Yomiuri Shimbun Holdings and received an official expression of interest in implementing the Transaction; accordingly, the Target Company decided to treat the Tender Offeror as one of the potential business stratetgy partners.

According to the Target Company, the Oasis Business Improvement Proposal is based on the environment that existed before the COVID-19 Pandemic; accordingly, the Target Company has not been able to find any specific synergies achievable by the Oasis Business Improvement Proposal which may contribute to the improvement of the mid-to-long-term corporate value of the Target Company during the COVID-19 Pandemic. Further, according to the Target Company, after it received the January 30 Oasis Letter, it met Oasis in the middle of February and in the middle of July 2020; however, it received no proposal from Oasis for discussions with the Target Company or for a specific consideration with respect to the Oasis Purchase. According to the Target Company, it has sincerely engaged in dialogue in response to requests from Oasis; however, since the middle of June 2020, which is the last time the Target Company had an interview with Oasis, Oasis has not made any specific proposal regarding the Oasis Business Improvement Proposal or the Oasis Purchase and, therefore, there has not been progress in the Target Company's specific consideration of these matters.

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According to the Target Company, based on the results of initial approaches to several potential business strategy partners, the Target Company has decided to begin full-scale business strategy partner selection procedures in early July 2020; in proceeding with the procedures, the Target Company received advice from a financial point of view from its financial advisor GCA, and it also received legal advice from its legal advisor Nishimura & Asahi. According to the Target Company, alongside the business strategy partner selection procedures, on July 20, 2020, it made the announcement entitled "Tokyo Dome's new initiatives: In pursuit of a clean, safe and comfortable world-class stadium" which contained measures for prevention of COVID-19 infections. Specifically, the Target Company announced that it will, as corporate value improvement measures which will provide foresight into the age of living "with corona," take the following measures along with its important customers, The Yomiuri Shimbun Holdings and Yomiuri Giants, in pursuit of making the "Tokyo Dome," which is the home stadium of the Yomiuri Giants, a clean, safe and comfortable world-class stadium: it will strengthen the ventilation throughout the stadium, including around all infield and outfield audience seats, improve ventilation functions in the concourse lined with various concession stands, digitalize the entire stadium, expand the main vision on the main display of the centerfield screen (the scoreboard placed at the back edge of the baseball grounds), and promote cashless payment, among other measures.

According to the Target Company, in early August 2020, it, thorough GCA, provided several potential business strategy partners, including the Tender Offeror, with a notice containing a summary of the formal business strategy partner selection procedures and requesting that they submit an initial proposal. According to the Target Company, the notice requested that each potential business strategy partner provide, in the form of a proposal, specific details for a business alliance, the idea for the intended acquisition ratio, acquisition price, acquisition method of the Target Company Stock, and plans for treatment of the Target Company's officers, employees and trading partners after entering the capital and business alliance, if they are interested in a capital and business alliance with the Target Company. As a result, according to the Target Company, it received an initial proposal for the Transaction from the Tender Offeror in early August 2020; furthermore, it also received initial proposals from some of the other potential business strategy partners. According to the Target Company, it carefully considered the initial proposals from these potential business strategy partners and, as a result, it received due diligence investigations from several potential business strategy partners, including the Tender Offeror, during the period from late August 2020 to early November 2020. Thereafter, according to the Target Company, although it proceeded with discussions with potential business strategy partners alongside, and simultaneously with, the due diligence investigations, it has not been able to reach an agreement with potential business strategy partners other than the Tender Offeror and did not receive a final proposal from them, and eventually the Target Company received notice from the other potential partners that they are declining to consider a partnership with the Target Company. According to the Target Company, it did not discover any reasons for the potential business strategy partners other than the Tender Offeror to eventually decline to consider a partnership with the Target Company.

In the circumstances as stated above, according to the Target Company, on October 7, 2020, it received from Oasis a notice requesting that an extraordinary general meeting of shareholders be called for the removal of the Target Company's directors and stating that Oasis was finalizing a plan to implement a tender offer in order to acquire all of the Target Company Stock (excluding the treasury shares owned by the Target Company) simultaneously with requesting the extraordinary general meeting of shareholders (the "October 7 Oasis Letter"). However, according to the Target Company, unlike the January 30 Oasis Letter, the October 7 Oasis Letter did not contain an acquisition price, nor did it state the time, or the terms and conditions, of implementation of the tender offer (including the period of purchase, the purchase price, and whether or not there is a maximum or minimum number of share certificates, etc. to be purchased), or

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the policies to be adopted after the acquisition. According to the Target Company, after it received the October 7 Oasis Letter, on October 14, 2020, it provided Oasis with a notice stating that it will have direct dialogue with Oasis and giving them specific dates of late October 2020 to have the dialogue; however, the Target Company received no reply to that notice, and, instead, as is disclosed in the "Notice Concerning Shareholder's Demand to Call an Extraordinary General Meeting of Shareholders" dated October 19, 2020, it received from Oasis a demand to call an extraordinary general meeting of shareholders, the proposed agenda of which is removal of its three directors (according to the Target Company, the extraordinary general meeting of shareholders is scheduled to be held on December 17, 2020, and it is opposed to the shareholder's proposal by Oasis, as is disclosed by the Target Company in the "Notice Concerning Holding of an Extraordinary General Meeting of Shareholders and the Company's Board of Directors' Opinion on the Shareholder's Proposals" dated November 10, 2020).

Thereafter, according to the Target Company, on November 12, 2020, it received from the Tender Offeror and The Yomiuri Shimbun Holdings a proposal on various terms of the Transaction and the Share Transfer (the "Tender Offeror Proposals"), including (i) that the Tender Offer Price will be 1,200 yen; and (ii) that after the implementation of the Transaction, 20% of the Target Company Stock will be transferred to The Yomiuri Shimbun Holdings, whereupon the Tender Offeror and The Yomiuri Shimbun Holdings will work on jointly improving the Target Company's corporate value. According to the Target Company, upon receiving the Tender Offeror Proposals, in order to consider its content, the Target Company received advice from a financial point of view from GCA as a financial advisor independent of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and Oasis, and it also received legal advice from Nishimura & Asahi as a legal advisor independent of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and Oasis. Further, according to the Target Company, on November 10, 2020, it established a special committee, based partly on Nishimura& Asahi's advice, in order to avoid conflicts of interest of directors and ensure that the Transaction will be conducted under terms that are fair to the Target Company's shareholders, as the Target Company has had to consider the Tender Offeror Proposals in a situation where it received from Oasis the January 30 Oasis Letter and the October 7 Oasis Letter (collectively, the "Oasis Proposals") demanding to call an extraordinary general meeting of shareholders, the proposed agenda of which is removal of its three directors. For details of the special committee, please refer to "(v) Special committee established, and the special committee's written report obtained, by the Target Company" of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below.

According to the Target Company, after it received from the Tender Offeror and The Yomiuri Shimbun Holdings on November 12, 2020 the Tender Offeror Proposals proposing, among other matters, that the Tender Offer Price will be 1,200 yen, it has continuously discussed and negotiated with the Tender Offeror the propriety of the Transaction, including the meaning and purpose of the Transaction and the management structure and business policy to be adopted after the Transaction, as well as the terms and conditions of the Transaction, including the Tender Offer Price. Specifically, the discussions and negotiations were made (i) under the structure which the Target Company adopted to discuss and negotiate the Transaction with the Tender Offeror; (ii) based on advice from GCA and Nishimura & Asahi, and on opinions of the special committee, and (iii) in a careful manner from the perspective of appropriate valuation of the Target Company's corporate value, so that the valuation results might not be affected by market stock price conditions where the COVID-19 Pandemic has triggered volatile movements in the market price of the Target Company Stock since February 2020.

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Specifically, according to the Target Company, after it received the Tender Offeror Proposals proposing, among other matters, that the Tender Offer Price will be 1,200 yen on November 12, 2020, the Target Company examined them based on the details of the reported results of the trial calculation of the share value of the Target Company Stock received from GCA, as well as based on advice from GCA and Nishimura & Asahi, and opinions of the special committee; then, on November 16, 2020, the Target Company requested that the Tender Offeror reconsider the Tender Offer Price and set the Tender Offer Price at 1,350 yen, stating that the Tender Offeror Proposals had not adequately reflected the Target Company's corporate value for the following reasons: the details of the Oasis Purchase, where a proposal was made to purchase all of the Target Company Stock at 1,300 yen per share, had not been taken into consideration; and the Tender Offeror Proposals were below the level of premiums added to the most recent market stock price and the average market stock price during a certain period in recent similar cases (cases of making a company a wholly-owned subsidiary). According to the Target Company, it thereafter received from the Tender Offeror a revised proposal on November 18, 2020, which proposed that the Tender Offer Price will be 1,250 yen; accordingly, the Target Company examined the proposal based on advice from GCA and Nishimura & Asahi, and opinions of the special committee, and the Target Company requested again on November 20, 2020 that the Tender Offeror reconsider the Tender Offer Price and set the Tender Offer Price at 1,300 yen or higher, stating that the revised proposal still had not adequately reflected the Target Company's corporate value for the same reasons as those for which the Target Company requested that the Tender Offeror reconsider the Tender Offer Price on November 16, 2020. According to the Target Company, following the negotiations stated above, on November 24, 2020, the Target Company received from the Tender Offeror its final proposal proposing, among other matters, that the Tender Offer Price will be 1,300 yen per share and, on November 26, 2020, sent a written notice to the Tender Offeror accepting such final proposal.

According to the Target Company, given (i) the necessity to realize the improvement of the mid-to-long term corporate value of the Target Company by steadily implementing the next mid-term management plan and ultimately realizing the redevelopment of the "Tokyo Dome City" as a whole, while responding to significant changes in the environment surrounding the Target Company, (ii) the background of the procedures for selecting business strategy partners so far, and (iii) the details of the Tender Offeror Proposals, the Target Company carefully discussed and considered, among others, whether the Transaction contributes to improving the Target Company's corporate value and whether various conditions of the Transaction are appropriate; in doing so, the Target Company took into consideration details of the share valuation report of the Target Company Stock obtained from GCA as a financial advisor and legal advice on matters to note concerning the decision-making for the Transaction obtained from Nishimura & Asahi as a legal advisor, and respected the content of the Written Report obtained from the special committee to the utmost extent. Consequently, according to the Target Company, it is concerned that in the current situation where it conducts its business operations independently as a listed company, it has difficulty in taking sufficient measures in terms of flexibility and speed of decision-making and necessity of fundamental reform. This is because, even though the Target Company, as a listed company, has the advantage to be able to independently procure funds from the capital market, when implementing various measures of the next mid-term management plan to be formulated and ultimately realizing the redevelopment of the "Tokyo Dome City" as a whole, amid the environment surrounding the Target Company significantly changing as stated above, the Target Company may need to promptly make an upfront investment, which will not necessarily be directly linked to the maximization of the Target Company's profits in the short term, and make efforts which will temporarily increase costs; these actions will be needed in terms of the improvement of the mid-to-long term corporate value of the Target Company, but are assumed to be likely to harm the interests of the Target Company's general shareholders in the short-term. Therefore, according to the Target Company, accepting the Transaction, including making the

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Target Company a wholly-owned subsidiary, would enable the Target Company to dispel this concern, and, as stated in "(iii) Background and Purposes of the Company's Implementation of the Tender Offer" above, the Target Company strengthening a capital relationship with The Yomiuri Shimbun Holdings through the Share Transfer after the Transaction will further deepen the existing relationship between the owner of the Tokyo Dome and the owner of the Yomiuri Giants, its important customer, and enable the integrated operation of the baseball team and the stadium. In light of the above the Target Company determined today that accepting the Tender Offeror Proposals, including the Transaction and the Share Transfer, would contribute to improving the Target Company's mid-to-long term corporate value, because, by doing so, the synergies below are expected for the Target Group.

  1. Concurrent promotion to facilitate measures for prevention of COVID-19 infections and improvement of customer satisfaction and profitability
    According to the Target Company, it believes that in the current situation where the impact of the COVID-19 Pandemic continues, it is necessary to enhance its customers' convenience, safety, and comfortableness by taking all possible measures for prevention of COVID-19 infections, and, concurrently, improve profitability by increasing sales per customer.
    According to the Target Company, having a capital relationship with the Tender Offeror through the Transaction is expected to enable the Target Company to timely implement measures based on the measures for prevention of COVID-19 infections that the Tender Offeror has and will share with the Target Company in connection with the commercial facility business and hotel business, and, at the same time, facilitate the improvement of profitability through new marketing measures such as collaboration of tenants and events at the "Tokyo Dome City" with EC sites.
    In addition, according to the Target Company, it believes that strengthening a capital relationship with The Yomiuri Shimbun Holdings, who is an important customer of the Target Company, through the Share Transfer is expected to enable the Target Company to realize the measures for prevention of COVID-19 infections that are based on "Tokyo Dome's new initiatives: In pursuit of a clean, safe and comfortable world-class stadium" announced on July 20, 2020, and, concurrently, promote measures to increase earnings through digitalization such as digital signage and mobile ordering systems, by sharing more information regarding baseball entertainment than ever before in collaboration with The Yomiuri Shimbun Holdings.
  2. Increase in the ability to attract customers to the "Tokyo Dome City"
    According to the Target Company, it believes that improvement to the attractiveness of traveling within the "Tokyo Dome City" and enhancement of interactions between each facility are issues to be addressed. The Target Company believes that utilizing the Tender Offeror's know-how of the commercial facility business and hotel business will enable the Target Company to, among others, invite more attractive tenants to the "Tokyo Dome City," guide customers using a common advertising strategy that combines commercial facilities of the Target Company and the Tender Offeror, and distribute information about crowded conditions in stores at the "Tokyo Dome City" using application signage. This, in addition to the strategy that the Target Company has formulated to date, will improve the attractiveness of traveling within the Tokyo Dome, and an increase in the ability to attract customers is expected.
  3. Increase in profitability through collaboration with customer bases

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The Tender Offeror and The Yomiuri Shimbun Holdings have a customer base as stated in "(iii) Background and Purposes of the Tender Offeror's Implementation of the Tender Offer ((c) Effectiveness of Collaboration Among Customer Base of the Tender Offeror, the Target Company and The Yomiuri Shimbun Holdings)" above. According to the Target Company, through sales promotions that leverage those customer bases as well as the Target Company's customer base of 40 million visitors per year, the Target Company and the Tender Offeror will be able to attract customers to each other's facilities by encouraging the reciprocal use of commercial facilities and hotels of the Target Company and the Tender Offeror, which will contribute to improving the profitability of each company's facilities.

  1. Promotion of cost reduction and increase of borrowing capacity during the COVID-19 Pandemic
    According to the Target Company, it believes that company-wide cost reduction is required to ensure recovery from the decrease of performance due to the COVID-19 Pandemic. The Target Company believes that sharing the costs to procure such as supplies, and consumables, used within the Target Group, with the Tender Offeror, who has a business with approximately 1,905.6 billion yen of consolidated sales for the fiscal year ended March 2020, will enable suitable cost reduction.
    In addition, according to the Target Company, it believes that the Tender Offeror will maintain a solid profit/loss status (expecting 120 billion yen of consolidated net income attributable to shareholders of the parent company for the fiscal year ending March 2021) and financial status even during the COVID-19 Pandemic. Accordingly, the Target Company believes that as it expects deterioration of its financial conditions due to COVID-19 at present, receipt of financial support by becoming a member of the Tender Offeror group will be a great synergy.
  2. Smooth promotion of the redevelopment of the "Tokyo Dome City" as a whole and maximization of value
    According to the Target Company, in order to completely resolve the Target Company's management issues from the mid-to-long-term perspective and to maximize the value of the Target Company's "Tokyo Dome City," it is very important to promote the redevelopment of the "Tokyo Dome City" as a whole. According to the Target Company, as stated in "(iii) Background and Purposes of the Tender Offeror's Implementation of the Tender Offer (e. Utilization of Tender Offeror's Experience and Know-How of City Development in Future Redevelopment of the "Tokyo Dome City)" above, the
    Tender Offeror has an extensive track record in large-scale urban development, such as "Tokyo Midtown" Accordingly, the Target Company believes that the Tender Offeror is the best partner to smoothly promote the redevelopment of the "Tokyo Dome City" and maximize the Target Company's value in the future.

In addition, according to the Target Company, with respect to the Tender Offer Price (1,300 yen per Target Company Stock) in the final proposal pertaining to the Tender Offeror Proposals, (i) among the valuation results of the share value of the Target Company Stock by GCA described in "c. Valuation Report Obtained by the Target Company from an Independent Third-Party Valuation Organization" of "Measures to Ensure the Fairness of the Tender Offer Such as Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest" of "(b) Background of Calculation" of "(4) Basics, Etc. of Calculation of Price for Purchase, Etc." under "2. Outline of Purchase, Etc" below, the Tender Offer Price is above the maximum value of the valuation results under the market price analysis, and is within the range of the valuation results under the discounted cash flow analysis (the "DCF analysis"); (ii) the Tender Offer Price includes the following premiums: 44.93% (rounded off to three decimal places; the same method was applied to the calculation of the premium rate and discount rate below) on the closing price of

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897 yen for the Target Company Stock on the Tokyo Stock Exchange as of November 26, 2020, which is the business day immediately preceding the date of announcement of the Tender Offer (November 27, 2020); 45.74% on the simple average of the closing price of 892 yen for the past one-month period (rounded off to the nearest whole number; the same method was applied to the calculation of the simple average of the closing price below); 56.63% on the simple average of the closing price of 830 yen for the past three-month period; and 62.09% on the simple average of the closing price of 802 yen for the past six- month period; and it can be said that the Tender Offer Price is a price with a premium at a level that is reasonable when compared to the average premium levels in cases using a tender offer similar to the Transaction (cases of making a company a wholly-owned subsidiary) provided by GCA; (iii) as stated in "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" of "(b) Background of Calculation" of ""(4) Basics, Etc. of Calculation of Price for Purchase, Etc. ." of "2. Outline of Purchase, Etc" below, the Tender Offer Price is a price agreed on after the Target Company took measures to ensure the fairness of the Tender Offer, received advice from GCA and Nishimura & Asahi, obtained an opinion from the special committee, and conducted repeated earnest deliberations and negotiations between the Target Company and the Tender Offeror as independent parties; and (iv) as stated in "(v) Special committee established, and the special committee's written report obtained, by the Target Company" of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below, the Written Report obtained from the special committee also determined that it can be considered that the fairness and appropriateness of the transaction terms pertaining to the Transaction and the Share Transfer are ensured including in comparison with Oasis Proposals. Based on the above the Target Company determined today that the Tender Offer provides the Target Company's shareholders with an opportunity to sell the Target Company Stock at a price with a reasonable premium and under reasonable terms and conditions.

According to the Target Company, while considering the Tender Offeror Proposals, it considered Oasis Proposals. As stated in "(v) Special committee established, and the special committee's written report obtained, by the Target Company" of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below, the Target Company's board of directors established the special committee on November 10, 2020, and asked it to consider whether to accept the Tender Offeror Proposals and implement the Transaction, comparing them with the Oasis Proposals. With respect to the Oasis Proposals, a proposal for the Oasis Purchase in the January 30 Oasis Letter was made before the COVID-19 Pandemic, and the October 7 Oasis Letter did not specify any time or terms of implementation of the purchase, or any post-purchase policies, in the first place, and thus, the feasibility is doubtful as a whole. In addition, based on the previous communications with Oasis, there is a large discrepancy between the measures to improve the corporate value and methods to proceed therewith intended by the Target Company and Oasis. Thus, the Target Company does not believe that Oasis's acquisition of the Target Company Stock will lead to improvement of the mid-to-long term corporate value, taking into account measures against the COVID- 19 Pandemic which is expected to continue. Furthermore, given that the special committee provided an opinion dated November 26 2020 to the effect that the special committee determined that the fairness and appropriateness of the transaction terms pertaining to the Transaction and the Share Transfer are ensured from the perspective of comparison with the Oasis Proposals, the Target Company ultimately determined that accepting the Tender Offeror Proposals, including the Transaction and the Share Transfer, is the policy that best contributes to the Target Company's corporate value.

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According to the Target Company, for the reasons above, it resolved at its board of directors meeting held today that it will express an opinion to support the Tender Offer and to recommend that its shareholders tender their shares in the Tender Offer.

For details of the resolution of the board of directors of the Target Company above, please refer to"(vi) Unanimous Approval of All Non-interested Directors of the Target Company and Unanimous Opinion of No Objection from Auditors," of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below.

  1. Management Policy After the Tender Offer
    If the Tender Offeror fails to acquire all of the Target Company Stock (excluding the treasury shares owned by the Target Company) through the Tender Offer, the Tender Offeror intends to make the Tender Offeror the sole shareholder of the Target Company and take the Target Company private by implementing the Procedures for Making the Target Company a Wholly-Owned Subsidiary that are set forth in the section titled "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So- called "Two-step Acquisition")" below after the completion of the Tender Offer. In addition, after taking the Target Company private, the Tender Offeror and The Yomiuri Shimbun Holdings intend to shift to a management structure in which the voting rights ratio of the Tender Offeror and The Yomiuri Shimbun Holdings in the Target Company will be 80% and 20%, respectively, through the methods separately stipulated by the Tender Offeror and The Yomiuri Shimbun Holdings in the Shareholders Agreement, and the Target Company will be a consolidated subsidiary of the Tender Offeror.
    With regard to the management structure of the Target Company after the completion of the Transaction and the Share Transfer, the Tender Offeror and The Yomiuri Shimbun Holdings will cooperate to take measures to realize each synergy stated in "(a) Background to, purpose and decision-making process of the Tender Offer" above, and, in order to establish an appropriate management structure for this purpose, the Tender Offeror and The Yomiuri Shimbun Holdings will discuss various issues such as appointment of the Target Company's directors officers and the Target Company's business operations. The details of the management structure of the Target Company, including these issues, will be determined also through consultation with the Target Company after the completion of the Tender Offer, except it has been agreed that The Yomiuri Shimbun Holdings will be entitled to appoint one director of the Target Company after the implementation of the Share Transfer and that the Tender Offeror will separately determine the final composition of the board of directors of the Target Company upon due consultation between the Tender
    Offeror and The Yomiuri Shimbun Holdings as stated in "(1) Overview of the Tender Offer" and "(b) Shareholders Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer".
    Although the specific timing of the appointment and candidates, etc. for officers who will be appointed by the Tender Offeror and The Yomiuri Shimbun Holdings has also not yet determined with the exception of their agreement under the Shareholders Agreement, the Tender Offeror is considering further strengthening the management structure of the Target Company by dispatching directors and officers from the Tender Offeror and The Yomiuri Shimbun Holdings to the Target Company, and the Tender Offeror expects to determine these matters in due consultation with The Yomiuri Shimbun Holdings and the Target Company after the completion of the Transaction and the Share Transfer.

As stated in "(vi) Unanimous Approval of All Non-interested Directors of the Target Company and Unanimous Opinion of No Objection from Auditors," of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer"

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under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below, Mr. Tsutomu Nagaoka, Mr. Tomofumi Akiyama and Mr. Nobuhiro Mori, the Target Company's directors, are subject to a proposal for removal from their position of directors, in Proposed Agenda Nos. 1 thorough 3 for the extraordinary shareholders' meeting to be held on December 17, 2020, in response to the demand to call an extraordinary shareholders' meeting received on October 19, 2020, from Oasis Investments II Master Fund Ltd., the Target Company's shareholder. At this time, the Tender Offeror has not considered any management policy in the event that the shareholder's proposal in the Extraordinary Shareholders' Meeting is adopted, however plans to hold discussions with the Target Company and The Yomiuri Shimbun Holdings, concerning the management policy including the re-election of the directors mentioned above.

The Tender Offeror intends to take measures to realize each synergy stated in "(a) Background to, purpose and decision-making process of the Tender Offer" above, and will strive to create a structure that maximizes synergies with the Tender Offeror, and to further enhance the corporate value by strengthening the Target Company's business through management that fully utilizes the attributes and strengths of the Target Company's business. At this time, the Tender Offeror has not decided to make any material changes related to employment of the Target Company's employees or any transactions. The Tender Offeror intends to consider the most suitable policies for realizing business synergies with the Tender Offeror, The Yomiuri Shimbun Holdings, and the Target Company in the future with respect to the management policy of the Target Company after the completion of the Procedures for Making the Target Company A Wholly- Owned Subsidiary.

  1. Measures to Ensure the Fairness of the Tender Offer Such as Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest
    As of the filing date of this press release, the Tender Offeror does not own any Target Company Stock, and the Tender Offer does not fall under the definition of a tender offer by a controlling shareholder. In addition, it is not anticipated that all or a part of the Target Company's management will invest directly or indirectly in the Tender Offeror, and the Transaction, including the Tender Offer, will not fall under the definition of a so-called management buyout transaction. Nevertheless, in consideration of the fact that (i) the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror and (ii) the Target Company has received the Oasis Proposal from Oasis to conduct a tender offer for the common stock of the Target Company twice, on January 31 and October 7, in parallel with consideration by the Tender Offeror of the implementation of the Transaction, as stated in "(iv) Process of and Reasons for Decision-Making by the Target Company" of "(a) Background to, purpose and decision-making process of the Tender Offer" under "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" above, the Tender Offeror and the Target
    Company took the following measures with regard to the implementation of the Transactions in the interests of exercising caution to ensure the fairness of the Tender Offer including the appropriateness of the terms of the Transaction (including the fairness of the Tender Offer Price) and the fairness of procedures of the Transaction (for the Target Company, including a comparative review with the Oasis Proposal). The following statement of the measures implemented by the Target Company are based on the explanations received from the Target Company.
    1. Valuation report obtained by the Tender Offeror from an independent third-party valuation organization
    2. Setting the minimum number of shares to be purchased above the majority of minorities

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  1. Valuation report obtained by the Target Company from an independent third-party valuation Organization
  2. Advice to the Target Company from an independent legal advisor
  3. Special committee established, and the special committee's written report obtained, by the Target
    Company
  4. Unanimous approval of all non-interested directors of the Target Company and unanimous opinion of no objection from auditors
  5. Measures to ensure opportunities for purchase or Other Transactions From Parties Other Than the Tender Offeror
  6. Measures to Ensure Opportunities For the Target Company's Shareholders to Make Decisions
    Appropriately Whether to Tender in the Tender Offer

For details of the measures above, please refer to "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." below. below.

  1. Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called
    "Two-step Acquisition")
    As stated in "(1) Overview of the Tender Offer" above, the Tender Offeror is contemplating making the Target Company a wholly-owned subsidiary of the Tender Offeror, and if the Tender Offeror fails to acquire all of the Target Company Stock (excluding the treasury shares owned by the Target Company), after the completion of the Tender Offer, the Tender Offeror intends to implement the Procedures for Making the Target Company A Wholly-Owned Subsidiary to acquire all of the issued shares of the Target Company (excluding the treasury shares owned by the Target Company) through either of the procedures below. In addition, as stated in "(1) Overview of the Tender Offer" and "(b) Shareholders Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer," the Tender Offeror is scheduled to implement the Share Transfer from the Tender Offeror to The Yomiuri Shimbun Holdings on the effective day of the completion of the Procedures for Making the Target Company A Wholly- Owned Subsidiary (in the case where the Procedures for Making the Target Company A Wholly-Owned Subsidiary is a share consolidation, if a share split of the Target Company Stock is conducted to the extent necessary for the Share Transfer, such share split (the "Share Split")) in order to make the voting rights ratio of the Tender Offeror and The Yomiuri Shimbun Holdings in the Target Company will be 80% and 20%, respectively. As further stated in "(b) Shareholders Agreement" of "(6) Matters Concerning Material Agreements Related to the Tender Offer," the Tender Offeror and The Yomiuri Shimbun Holdings have agreed in the Shareholders Agreement that the consideration shall be the amount equivalent to 20% of the amount obtained by multiplying the price for purchase, etc. per one share by number of shares to be purchased in the Tender Offer. In addition, the Tender Offeror intends to implement the Share Transfer as a purchase, etc. excluded from application stipulated in the proviso of Article 27-1 of the Act and Article 6-2, Paragraph 1, Item 7 of the Order for Enforcement of the Financial Instruments and Exchange Act
    (Cabinet Order No. 321 of 1965, as amended; the "Enforcement Order") by submitting to The Yomiuri
    Shimbun Holdings a document stating that it agrees to implement the Share Transfer without a tender offer.
  1. Demand for Cash-Out

If, upon completion of the Tender Offer, the Tender Offeror owns 90% or more of the voting rights of all shareholders of the Target Company and the Tender Offeror becomes a special controlling shareholder as

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set forth in Article 179, Paragraph 1 of the Companies Act, the Tender Offeror plans to request all of the Target Company's shareholders (excluding the Tender Offeror and the Target Company; hereinafter the same) who did not tender their shares in the Tender Offer (the "Shareholders Subject to the Cash-Out") to sell all of the Target Company Stock they own pursuant to the provisions of Article 179, Paragraph 1 of the Companies Act (the "Demand for Cash-Out"), promptly after the completion of the settlement of the Tender Offer. In the Demand for Cash-Out, the Tender Offeror plans to set forth that the amount equivalent to the Tender Offer Price will be delivered to the Shareholders Subject to the Cash-Out as the price per share of the Target Company Stock. In such case, the Tender Offeror will notify the Target Company of the same and will require the Target Company to approve the Demand for Cash-Out. If the Target Company approves the Demand for Cash-Out by a resolution of its board of directors, in accordance with the procedures set forth in the relevant laws and regulations, without individual approvals by the Shareholders Subject to the Cash-Out, the Tender Offeror will acquire, as of the acquisition date set forth in the Demand for Cash-Out, all of the Target Company Stock owned by the Shareholders Subject to the Cash-Out. The Tender Offeror plans to deliver the amount equivalent to the Tender Offer Price to each of the Shareholders Subject to the Cash-Out as the price per share of the Target Company Stock owned by the Shareholders Subject to the Cash-Out. In addition, according to the Target Company Press Release, if the Target Company receives a notice from the Tender Offeror regarding its intention to implement the Demand for Cash-Out and the matters set forth in each item of Article 179-2, Paragraph 1 of the Companies Act, the board of directors of the Target Company plans to approve the Demand for Cash-Out to be implemented by the Tender Offeror. With respect to the provisions of the Companies Act for the purpose of protecting the rights of minority shareholders in connection with the above procedures, the Shareholders Subject to the Cash-Out may file a petition with a court to determine the sale price of the Target Company Stock that they own, pursuant to the provisions of Article 179-8 of the Companies Act and other relevant laws and regulations. In the event that the above-mentioned petition is filed, the sale price will be ultimately determined by the court.

  1. Share Consolidation

If, after the completion of the Tender Offer, the Tender Offeror owns less than 90% of the voting rights of all shareholders of the Target Company, the Tender Offeror plans to request the Target Company to hold a shareholders' meeting (the "Shareholders' Meeting") that will resolve proposals including: (a) a proposal regarding consolidation of the Target Company Stock (the "Share Consolidation") and (b) a proposal regarding a partial amendment to the articles of incorporation subject to the Share Consolidation becoming effective for the purpose of abolishing the provision regarding the number of shares constituting one unit of stock, promptly after the completion of the settlement of the Tender Offer. The Tender Offeror plans to vote in favor of the above-mentioned proposals at the Shareholders' Meeting. The above-mentioned proposals are scheduled to be submitted at the 111th Ordinary General Meeting of Shareholders of the Target Company, which is scheduled to be held in April 2021 an extraordinary shareholders' meeting of the Target Company to be held immediately after the completion of the settlement of the Tender Offer prior to such Ordinary General Meeting of Shareholders, and the Tender Offeror and The Yomiuri Shimbun Holdings will consult with each other to determine which process is to be used. If the proposal regarding the Share Consolidation is approved at the Shareholders' Meeting, as of the effective date of the Share Consolidation, the number of the Target Company Stock owned by the shareholders of the Target Company will be changed in proportion to the ratio for the Share Consolidation approved at the Shareholders' Meeting.

In the case where any fractional share less than one share arises as a result of the Share Consolidation, the amount of cash to be obtained by selling the Target Company Stock in the amount equivalent to the

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aggregate of such fractional shares (if there are any fractional shares less than one share in the aggregate, such fraction will be disregarded; hereinafter the same) to the Target Company or the Tender Offeror, etc., will be delivered to the shareholders of the Target Company pursuant to Article 235 of the Companies Act and other relevant laws or regulations. With respect to the sale price of the Target Company Stock in the amount equivalent to the aggregate of such fractional shares, it is scheduled that (i) such price will be determined so that the amount of cash to be delivered to each of the Target Company's shareholders (excluding the Tender Offeror and the Target Company) who did not tender their shares in the Tender Offer as a result of such sale will be equivalent to the amount obtained by multiplying (a) the Tender Offer Price by (b) the number of the Target Company Stock held by such shareholder, and (ii) a petition will be filed with a court to obtain permission for such voluntary sale. The proportion of consolidation of the Target Company Stock has yet to be determined as of the submission date of this press release; however, so that the Tender Offeror will acquire all of the Target Company Stock (excluding the treasury shares owned by the Target Company), a determination will be made to the effect that the number of Target Company Stock shares held by Target Company shareholders (excluding the Tender Offeror and the Target Company) who did not tender their shares in the Tender Offer will be a fractional number less than one share. With respect to the provisions of the Companies Act for the purpose of protecting the rights of minority shareholders in connection with the above procedures, in the case where the Share Consolidation is conducted and any fractional share less than one share arises, the shareholders of the Target Company may request the Target Company to purchase at a fair price all of their fractional shares less than one share and file a petition with a court for determination of the price of the Target Company Stock pursuant to the provisions of Articles 182-4 and 182-5 of the Companies Act and other relevant laws or ordinances. As stated above, with respect to the Share Consolidation, the number of Target Company Stock owned by the shareholders of the Target Company (excluding the Tender Offeror and the Target Company) who did not tender their shares in the Tender Offer will be a fractional number less than one share; thus, the shareholders of the Target Company who oppose the Share Consolidation will be able to file the above petition. In the event that the above-mentioned petition is filed, the purchase price will be ultimately determined by the court.

The procedures described in a. and b. above may be changed to other methods that have substantially the equivalent effect due to the amendment or enforcement of the relevant laws and regulations, the interpretation by the authorities on the relevant laws and regulations. However, even in such cases, the Tender Offeror intends to adopt measures to eventually pay cash to each of the shareholders of the Target Company who did not tender their shares in the Tender Offer (excluding the Tender Offeror and the Target Company) and cause the amount of cash to be paid to each of the shareholders to be equivalent to the amount obtained by multiplying the Tender Offer Price by the number of the Target Company Stock owned by such shareholder. Specific procedures and the schedule thereof in each case above will be announced by the Target Company once they are determined through mutual discussions between the Tender Offeror and the Target Company. It is not intended in the Tender Offer to solicit affirmative votes by the Target Company's shareholders at the Shareholders' Meeting.

Shareholders should consult with professionals including tax accountants under their own responsibility regarding tax implications in relation to the tender in the Tender Offer or any of the procedures above.

  1. Possibility of Delisting and Reasons Therefor
    As of the filing date of this press release, the Target Company Stock is listed on the First Section of the Tokyo Stock Exchange. However, since the Tender Offeror has not set the maximum number of share certificates, etc. to be purchased, etc. in the Tender Offer, depending on the result of the Tender Offer, the Target Company Stock may be delisted pursuant to prescribed procedures in accordance with the Tokyo

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Stock Exchange's criteria for delisting. In addition, even if the Target Company Stock does not fall under such criteria at the time of the completion of the Tender Offer, if the Wholly-Owned Subsidiary Acquisition Procedures are initiated as stated in "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" above, the Target Company Stock will, in accordance with the Tokyo Stock Exchange's criteria for delisting, be delisted pursuant to the prescribed procedures. The Target Company Stock will no longer be traded on the Tokyo Stock Exchange after the delisting.

  1. Matters Concerning Material Agreements Related to the Tender Offer
  1. Tender Agreement

The Tender Offeror received the Tender Agreement from Mizuho Bank (number of shares owned: 4,282,324 shares; shareholding ratio: 4.62 %) as of today, which stated that the Mizuho Bank would tender all of its Target Company Stock (number of shares owned: 4,282,324 shares; shareholding ratio: 4.62 %), and that the Tendering Shareholder would not cancel the agreements concerning the purchase that would be established by such tender. There is no conditions precedent regarding the tender of the Target Company Stock in the Tender Agreement. In the Tender Agreement, the Tendering Shareholder covenants to the Tender Offeror as follows:

  1. During the tender offer period for the Tender Offer (the "Tender Offer Period"), the Tendering
    Shareholder shall not, directly or indirectly, make any proposal or solicitation with a third party concerning any conduct that competes, contradicts, or conflicts with, or may compete, contradict, or conflict with the Tender Offer, such as the implementation of a Tender Offer targeting the Target
    Company Stock (a "Conflicting Conduct"), and if the Tendering Shareholder receives any proposal or solicitation concerning a Conflicting Conduct from a third party, the Tendering Shareholder shall promptly notify the Tender Offeror of the fact that it has received a proposal or solicitation concerning a Conflicting Conduct, as well as all of the details thereof, and shall consult with Tender Offeror on future actions.
  2. If the settlement date of the Tender Offer exceeds the last day of January 2021 and there is a period of time until the date prior the 111th Ordinary General Meeting of Shareholders of Target Company with the record date as of the last day of January 2021, the Tendering Shareholder shall not exercise any of the rights of a shareholder to bring proposals at the relevant Ordinary General Meeting of Shareholders, and shall agree with the proposal by Target Company.

If the Tender Offer is not completed, the Tender Agreement will automatically terminate; however, unless

(a) pursuant to laws and regulations, (b) a tender offer with a purchase price greatly exceeding the Tender Offer Price is made by a person other than the Tender Offeror (limited to tender offers that do not set a maximum number of shares to be purchased, the "Counter Tender Offer") and the Tender Offer Price is not changed to exceed the purchase price of the Counter Tender Offer and (c) the Tender Offer Stock cannot be sold pursuant to laws and regulations, the Tendering Shareholder may not cancel, withdraw, or terminate the Tender Agreement, regardless of the legal basis.

  1. Shareholders Agreement
  1. Outline of the Shareholders Agreement

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As stated in "(1) Overview of the Tender Offer", the Tender Offeror and The Yomiuri Shimbun Holdings executed the Shareholders Agreement as of today. In the Shareholders Agreement, the Tender Offeror and The Yomiuri Shimbun Holdings in principle have agreed (i) overview of the Transaction, (ii) conditions precedent with regards to the Share Transfer, (iii) management structure and operation of the Target Company after the Share Transfer, and (iv) agreement regarding the exercise of the shares of the Target Company. The details regarding (i) through (iv) are as follows:

  1. Overview of the Transaction
    It is agreed that (A) on the condition that the Target Company resolves to express their opinion in support of the Tender Offer and to recommend that the Target Company's shareholders tender their shares in the
    Tender Offer at the meeting of its board of directors and that such resolution is announced, the Tender Offeror will commence the Tender Offer, and (B) the Tender Offeror will implement or cause the Target Company to implement the Procedures for Making the Target Company a Wholly-Owned Subsidiary as soon as possible after the completion of the Tender Offer.
  2. Conditions precedent with regards to the Share Transfer
    It is agreed that on the condition that (A) the Procedures for Making the Target Company A Wholly- Owned Subsidiary are completed, (B) in the case a share split will be implemented, the effect of a share split to be effective, (C) the representations and warranties by the parties are true and correct (Note 1), on the condition that the management structure will transition so that the voting right ratio of the Tender Offeror and The Yomiuri Shimbun Holdings will be 80% and 20% respectively, the Tender Offeror will transfer the shares of the Target Company whereby voting rights ratio of The Yomiuri Shimbun Holdings in the Target Company will be 20% (the "Stock Subject to Transfer"), for 20% of the amount obtained by multiplying the price for price for purchase, etc. per one share by number of shares to be purchased in the Tender Offer as consideration (however, if a petition to determine the sale price of the Target Company Stock is filed with respect to the Procedures for Making the Target Company A Wholly-Owned Subsidiary, the amount will be adjusted separately) on the day the Procedures for Making the Target Company A Wholly-Owned Subsidiary is completed (if the Stock Split is conducted, the effective date of the Stock Split).
  3. Management structure and operation of the Target Company after the Share Transfer
    The Shareholders Agreement includes the agreements regarding (a) management policies of the Target Company, including matters regarding the roles of the Tender Offeror and The Yomiuri Shimbun Holdings and (b) governance structure (Note 2).
  4. Agreement regarding the exercise of the shares of the Target Company
    In the Shareholders Agreement, it is agreed that the Tender Offeror and The Yomiuri Shimbun Holdings shall not transfer, pledge or otherwise dispose of the Target Company Stock to any third party without the prior written consent of the other party for a period of ten years after the execution of the Share Transfer.

(Note 1) The Tender Offeror represents and warrants (i) incorporation and survival, (ii) authorization and enforceability, (iii) non-existence of conflict with laws and regulations, (iv) non-existence of transactions with anti-social forces, (v) non-existence of bankruptcy procedures, and (vi) holding of Shares Subject to Transfer, and The Yomiuri Shimbun Holding represents and warrants (i) establishment and survival, (ii) authorization and enforceability, (iii) obtaining of permits and licenses, (iv) non-existence of conflict with laws and regulations, (v) non-

33

existence of transactions with anti-social forces, and (vi) non-existence of bankruptcy procedures.

(Note 2) With respect to the governance structure, it has been agreed that (i) the Tender Offeror and The Yomiuri Shimbun Holdings will establish and maintain a board of directors, corporate auditors and accounting auditors as the design of the body of the Target Company; (ii) the Tender Offeror and The Yomiuri Shimbun Holdings will transform the Target Company to a private company (a corporation that has provisions in its articles of incorporation requiring the approval of the corporation for the acquisition by transfer of the shares issued by the corporation as a feature of all shares issued by the corporation); and (iii) The Yomiuri Shimbun Holdings will be entitled to appoint one director of Target Company after implementation of the Share Transfer, and the final composition of the board of directors will be determined separately by the Tender Offeror upon due consultation between the Tender Offeror and The Yomiuri Shimbun Holdings.

  1. Capital and Business Alliance Agreement

The Tender Offeror, The Yomiuri Shimbun Holdings and the Target Company executed a capital and business alliance agreement (the "Capital and Business Alliance Agreement") as of today in connection with the business alliance between the parties (the "Business Alliance"). The Capital and Business Alliance Agreement mainly provides (i) the purpose of the business alliance, (ii) an expression of support and recommendation to the Target Company's shareholders to tender in the Tender Offer, (iii) management policies of the Target Company, (iv) matters to be discussed in advance and improvement measures, and

  1. non-existenceof insider information pertaining to the Target Company, the details of which are as set out below.
  1. Purpose of the Business Alliance
    The parties to the Capital and Business Alliance Agreement have agreed that, as the purpose of the Business Alliance, the parties thereto will carry out various measures including the following matters through the Business Alliance and thereby increase the corporate value of the Target Company:
    1. Strengthen competitiveness by the Yomiuri Giants' contents and integrated operation of baseball team and stadium.
    2. Strengthen the driving force for the Target Company's new mid-term management plans by leveraging the Tender Offeror resources.
    3. Consider the future reorganization of the Tokyo Dome City.
  2. Expression of support and recommendation to the Target Company's shareholders to tender in the
    Tender Offer
    The parties to the Capital and Business Alliance Agreement agreed that (i) the Target Company will, at the meeting of its board of directors, resolve to express their opinion in favor of the Tender Offer and to recommend the Target Company's shareholders of the Target Company to tender in the Tender Offer, (ii) unless it is objectively and reasonably considered that the continuation of such resolution may breach the fiduciary and loyality duties of the Target Company's directors, the Target Company will not change or revoke such resolution during the Tender Offer Period for the Tender Offer, (iii) if the Target Company changes or revokes the said resolution, and the Tender Offer fails to be successfully completed or is thereby withdrawn, the Target Company will pay (a) 80% of the amount

34

equivalent to 1% of the the amount obtained by multiplying the Tender Offer Price by number of shares to be purchased, and (b) the remaining 20% of the said amount to The Yomiuri Shimbun Holdings, and (iv) the parties thereto will cooperate in the implementation of the Procedures for Making the Target Company A Wholly-Owned Subsidiary. In addition, if the Target Company receives a proposal from a third party concerning a transaction that may conflict with the Tender Offer or the Business Alliance, or hinder the completion of the Tender Offer or the Business Alliance (a "Conflicting Transaction"), the Target Company shall, as soon as practically reasonable, notify the Tender Offeror and The Yomiuri Shimbun Holdings in writing of the fact that it has received a proposal concerning a Conflicting Transaction, as well as all of the details thereof. In such cases, Target Company also agreed to deliver any and all documents or materials received from such proposer.

    1. Management Policies of the Target Company
      As management policies of the Target Company, the parties to the Capital and Business Alliance Agreement agreed that (i) they will discuss in good faith and implement the measures to realize synergies under the Business Alliance and increase the corporate value of the Target Company; (ii) they will respect the Target Company's business, its relationships with its important business partners, and its brand to the extent such serves the purpose of the Business Alliance to increase the corporate value of the Target Company, and is deemed economically reasonable; (iii) to achieve an early realization of synergies, the Tender Offeror and The Yomiuri Shimbun Holdings will dispatch directors, etc. to the Target Company promptly after the completion of the Tender Offer, and the Target Company will accept them, (iv) the Tender Offeror and The Yomiuri Shimbun Holdings will respect the current business operation system of the Target Company for the time being to the extent it is reasonably considered to serve the purpose of the Business Alliance to enhance the corporate value of the Target Company; (v) the Tender Offeror and The Yomiuri Shimbun Holdings plan to continue to employ the employees of the Target Company and its subsidiaries and affiliates, and provide the same level of working conditions as currently provided; and (vi) a management promotion committee will be established to discuss any matters covered by the Business Alliance, the specific details thereof, and any other matters related to the management of the Target Company in order to promote the Business Alliance.
  1. Matters to be Discussed in Advance

  2. The Target Company agreed to consult with the Tender Offeror and The Yomiuri Shimbun Holdings in advance if it intends to engage in any of the prescribed matters (Note) after the execution of the Capital and Business Alliance Agreement. The Tender Offeror will, upon good faith consultations with the Target Company, separately consider matters to be resolved at the general meeting of shareholders or at the board of directors of the Target Company, or any other important matters to be determined after the Target Company Stock has been delisted from the Tokyo Stock Exchange.
  3. No Insider Information Pertaining to Target Company, Etc.
    1. The Target Company confirmed to the Tender Offeror and The Yomiuri Shimbun Holdings that, as of the date of the Capital and Business Alliance Agreement and the date of commencement of the Tender Offer, there is no insider information related to the Target Company (i.e., material facts stipulated in Article 166, Paragraph 2 of the Act and the fact of the tender offer, etc. stipulated in Article 167, Paragraph 2 of the Act, excluding the information pertaining to the Tender Offer, the fact that the Target Company has resolved to tender its shares held in Yomiuri Land Co., Ltd. through a tender offer therefor, which The Yomiuri Shimbun Holdings commenced on November

35

9, 2020, and the information pertaining to ii. below; hereinafter the same), or no information that is reasonably deemed likely to constitute insider information and has not yet been publicly disclosed (excluding any information disclosed in this Statement in accordance with ii. below or any facts related thereto).

  1. The Target Company has been informed by Oasis that it may make a tender offer, and the Tender Offeror shall, when making the Tender Offer, disclose such information in the Tender Offer Filing Statement for the Tender Offer in accordance with Article 167, Paragraph 5, Item 8 of the Act.

(Note 1) Matters to be discussed in advance are: amendment of articles of incorporation; issue and disposal of shares, etc.; organizational restructuring; transfer or acquisition of all or part of business; dividend of surplus; dissolution, etc.; acquisition of treasury shares; consolidation of shares; formulation and important change of annual budget and business plan; commencement of new business or important change or discontinuation of existing business; formulation and important change of capital investment plan; business alliance and capital alliance; large capital investment; execution of important contracts; decision on important personnel matters; disposal of important assets; decision regarding important litigation, non-contentious proceedings and other legal proceedings, or arbitration procedures and other alternative dispute resolution procedures.

  1. Others

As stated in "(b) Management Policy After the Tender Offer" of "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" above, the Tender Offeror is scheduled to implement the Share Transfer to The Yomiuri Shimbun Holdings for the Target Company Stock after making the Target Company a wholly-owned subsidiary of the Tender Offeror by completion of the Transaction. (a) Status of The Yomiuri Shimbun Holdings, (b) Relationship with Tender Offeror, (c) Purpose of the Transfer and (d) Number of Target Company Stock owned as of the filing date of this press release are as follows:

  1. Status of The Yomiuri Shimbun Holdings
  1. History

Date

Outline

March 1870

Established Nisshusha.

November 1874

Nisshusha launched The Yomiuri Shimbun.

December 1917

Nisshusha changed its name to The Yomiuri Shimbun.

December 1934

Established Dai-Nippon Tokyo Baseball Club, now the Yomiuri Giants.

May 1941

Reorganized The Yomiuri Shimbun to a limited liability company from an unlimited

partnership company (established a registered company).

February 1947

Dai-Nippon Tokyo Baseball Club changed its name to Yomiuri Kogyo.

February 1950

Reorganized The Yomiuri Shimbun to a joint stock company from a limited liability

company.

July 1951

Established Shinosaka Printing, now Osaka Yomiuri Shimbun (current name: The

Yomiuri Shimbun, Osaka). In October 1952, Shinosaka Printing changed its name to

Osaka Yomiuri Shimbun and began publication of the Osaka edition from November of

the same year.

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September 1953

Established Yomiuri Kaikan. Opened Yomiuri Kaikan at the site where Yurakucho

Kaikan previously stood and remodeled "Yomiuri Hall" inside Yomiuri Kaikan.

May 1964

Yomiuri Kaikan and Yomiuri Kogyo were merged and newly launched Yomiuri

Kogyo.

September 1964

Yomiuri Kogyo established The Yomiuri Shimbun, Seibu at Kokura Kita-ku,

Kitakyushu and began publication of the Kyushu edition

July 1974

Entrusted publication and sale of the Chubu edition to Nagoya Kosoku Printing (the

company name was changed to Chubu Yomiuri Shimbun in March 1975). Began

publication of the Chubu edition in March 1975.

June 1988

Yomiuri Kogyo established The Yomiuri Shimbun, Chubu thorough merging with

Chubu Yomiuri Shimbun.

June 1992

Yomiuri Kogyo changed its name to Yomiuri.

February 1999

Acquired Chuokoron publishing house, and established Chuokoron-Shinsha, Inc.

July 2002

Group reorganization was implemented. The Yomiuri Shimbun was divided into The

Yomiuri Shimbun Holdings which is a holding company and The Yomiuri Shimbun.

Yomiuri which was a subsidiary of The Yomiuri Shimbun, was divided into The

Yomiuri Shimbun, Seibu and The Yomiuri Giants, and the Headquarters Division and

Chubu Headquarters Division were absorbed into The Yomiuri Shimbun. Osaka

Yomiuri Shimbun changed its trade name to The Yomiuri Shimbun, Osaka. Including

Chuokoron-Shinsha, Inc., The Yomiuri Shimbun Holdings and its five subsidiaries

comprise the new system.

  1. Business Purposes and Contents of Business
    1. Business Purposes
      1. Ownership of shares of subsidiaries engaged in the following businesses, and control and management of the business activities of such subsidiaries:
        1. Issue and sale of daily newspapers;
        2. Issue and sale of magazines and books;
        3. Distribution of news, etc. by means of electronic, radio, and communications media, and planning, production, and distribution of content;
        4. Acceptance of printing orders and shipment of print production;
        5. Management of baseball competitions;
        6. Planning and management of cultural businesses such as art exhibitions and calligraphic (shodo) exhibitions;
        7. Management and leasing of real estate;
        8. Travel services;
        9. Personnel dispatch; and
        10. Any business incidental or relative to each of the preceding items.
      2. Issue of daily newspapers
      3. Management and leasing of real estate
    2. Contents of Business
      The Yomiuri Shimbun Holdings mainly engages in the control and management of business activities of its subsidiaries engaged in businesses such as the issuance of daily newspapers.
  2. Amount of Stated Capital and Total Number of Issued Shares

as of November 27, 2020

37

Amount of Stated Capital

Total Number of Issued Shares (shares)

613,200,000 yen

61,320.16 shares

(iv) Major shareholders

as of November 27, 2020

Ratio of Shares

Number of

Owned to Total

Issued Shares

Name

Address or Location

Shares Owned

(excluding

(shares)

treasury shares)

(%)

The Yomiuri Shimbun

Holdings Officers

1-7-1 Otemachi, Chiyoda-ku, Tokyo

21,029

34.32

Shareholding

Association

Shouriki Welfare

1-7-1 Otemachi, Chiyoda-ku, Tokyo

12,855

20.98

Foundation

YOMIURI LIGHT

AND HUMANITY

1-7-1 Otemachi, Chiyoda-ku, Tokyo

6,000

9.79

ASSOCIATION

Tatsuo Sekine

Suginami-ku, Tokyo

4,800

7.83

The Yomiuri Riko

Gakuin (science

1-1-1 Koishikawa, Bunkyo-ku, Tokyo

3,700

6.04

academy)

Genichiro Shouriki

Shibuya-ku, Tokyo

3,045

4.97

Mio Shouriki

Shibuya-ku, Tokyo

3,029

4.94

Yoko Tsukakoshi

Zushi-shi, Kanagawa

2,804

4.58

Yoshiko Shouriki

Shibuya-ku, Tokyo

1,200

1.96

Aki Kojima

Shinjuku-ku, Tokyo

1,000

1.63

Total

59,462

97.03

(Note) "Ratio of Shares Owned to Total Issued Shares (excluding treasury shares)" is rounded to the third decimal

place.

(v) Business Experience of and Number of Shares Owned by Officers

as of November 27, 2020

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

November

Joined The Yomiuri

1950

Shimbun

June 1975

Vice Chief of Editorial

Representative

Editor-in-

Tsuneo

Division and Chief of

-

May 30, 1926

Political Department of

Director

Chief

Watanabe

The Yomiuri Shimbun

June 1983

Senior Managing Director,

Chief Editorial Writer of

The Yomiuri Shimbun

38

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 1985

Senior Managing Director,

Editor-in-Chief, Chief

Editorial Writer of The

Yomiuri Shimbun

June 1990

Representative Director,

Vice President, Editor-in-

Chief, Research and Study

of The Yomiuri Shimbun

May 1991

Representative Director,

President, Editor-in-Chief

of The Yomiuri Shimbun

June 1991

Board Director of Nippon

Television Network

Corporation (current

name: Nippon Television

Holdings, Inc.) (current

position)

June 1992

Director of YOMIURI

LAND CO., LTD.

December

Representative Director,

1996

President of The Yomiuri

and Owner of the Giants

June 1999

Chairman of the Japan

Newspaper Publishers &

Editors Association

July 2002

Representative Director,

President, Editor-in-Chief

of The Yomiuri Shimbun

Holdings

Director of The Yomiuri

Shimbun (current position)

Director, Owner of the

Yomiuri Giants

January 2004

Representative Director,

Chairman of the Board,

Editor-in-Chief of The

Yomiuri Shimbun

Holdings

June 2005

Representative Director,

Chairman of the Yomiuri

Giants

June 2014

Director, Supreme Adviser

of the Yomiuri Giants

June 2016

Representative Director,

Editor-in-Chief of The

Yomiuri Shimbun

Holdings (current position)

April 1964

Joined The Yomiuri

Shimbun

June 1986

Vice Chief of Political

Senior

Department of The

Representative

Deputy

Yomiuri Shimbun

September

Editorial Writer of The

Director,

Editor-in-

Shoichi

-

October 25, 1941

1986

Yomiuri Shimbun

Chairman of

Chief,

Oikawa

July 1993

Chief of Political

the Board

International

Department of The

Operations

Yomiuri Shimbun

February 1995

Vice Chief of Editorial

Division The Yomiuri

Shimbun

39

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

November

Chief of Research and

1996

Study Department The

Yomiuri Shimbun

June 1998

Director, Chief of Editorial

Division of The Yomiuri

Shimbun

March 2001

Senior Managing Director,

Editing of The Yomiuri

Shimbun, Osaka

June 2004

Director, Vice President,

Editing, Sales of The

Yomiuri Shimbun, Osaka

June 2005

Representative Director,

President of The Yomiuri

Shimbun, Osaka

June 2006

Director, Osaka

Operations of The

Yomiuri Shimbun

Holdings

June 2007

Director, Editing of The

Yomiuri Shimbun

Holdings

Representative Director,

President, Chief Editor of

The Yomiuri Shimbun

June 2011

Director, Supreme Adviser

of The Yomiuri Shimbun

Holdings

June 2013

Director, Supreme

Adviser, Senior Deputy

Editor-in-Chief of The

Yomiuri Shimbun

Holdings

December

Director, Supreme

2014

Adviser, Senior Deputy

Editor-in-Chief,

International Operations

(Editor-in-Chief, The

Japan News) of The

Yomiuri Shimbun

Holdings

March 2016

Director, Owner of the

Yomiuri Giants

September

Representative Director,

2019

Chairman of the Board,

Senior Deputy Editor-in-

Chief, International

Operations (Editor-in-

Chief, The Japan News) of

The Yomiuri Shimbun

Holdings (current position)

June 2020

Director, Chief Editorial

Writer of The Yomiuri

Shimbun (current position)

April 1979

Joined The Yomiuri

Representative

Toshikazu

Shimbun

April 1998

Vice Chief of Local News

Director,

Circulation

March 4, 1957

-

Yamaguchi

Department and Vice

President

Chief of Legal Office of

The Yomiuri Shimbun

40

Number of

Title Position Name Date of BirthBusiness ExperiencesShares Owned (shares)

July 2002 Chief of Legal Department

of The Yomiuri Shimbun

Holdings

May 2007 Chief of President's Office

of The Yomiuri Shimbun

Holdings

Corporate

Communications of The

Yomiuri Shimbun

June 2009 Executive Officer, Chief of

President's Office,

Compliance of The

Yomiuri Shimbun

Holdings

Executive Officer,

Corporate

Communications of The

Yomiuri Shimbun

June 2010 Executive Officer,

Corporate

Communications,

Compliance and Secretary-

General of New Premises

Construction Committee

of The Yomiuri Shimbun

June 2011 Director, Chief of

President's Office,

Compliance of The

Yomiuri Shimbun

Holdings

Managing Director,

Corporate

Communications,

Compliance and Secretary-

General of New Premises

Construction Committee

of The Yomiuri Shimbun

June 2012 Director, Chief of

Management Strategy

Department, Corporate

Communications of The

Yomiuri Shimbun

Holdings

Senior Managing Director,

Corporate

Communications, Media

of The Yomiuri Shimbun

January 2014 Senior Managing Director,

Real Estate, Corporate

Communications, Media

of The Yomiuri Shimbun

June 2014 Senior Managing Director,

Chief of Management

Department, Corporate

Communications of The

Yomiuri Shimbun

Holdings

41

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2015

Representative Director,

Management Chief, Tokyo

Operations of The

Yomiuri Shimbun

Holdings

Representative Director,

President of The Yomiuri

Shimbun

March 2016

Director of the Yomiuri

Giants

June 2016

Director, Corporate

Communications of the

Yomiuri Giants

Representative Director,

President of The Yomiuri

Shimbun Holdings

April 2017

Representative Director,

President, Circulation of

The Yomiuri Shimbun

June 2017

Representative Director,

President, Circulation of

The Yomiuri Shimbun

Holdings (current position)

Representative Director,

President of The Yomiuri

Shimbun (current position)

Director of YOMIURI

LAND CO., LTD. (current

position)

July 2018

Director, Owner of the

Yomiuri Giants (current

position)

June 2019

Chairman of the Japan

Newspaper Publishers &

Editors Association

(current position)

Board Director of Nippon

Television Holdings, Inc.

(current position)

April 1983

Joined The Yomiuri

Shimbun

June 2000

Vice Chief of Political

Department of The

Yomiuri Shimbun

January 2004

Editorial Writer of The

Yomiuri Shimbun

Operation

October 2005

Vice Chief of Secretariat

Director, Vice

Akitoshi

Department of The

-

Management,

July 4, 1956

Yomiuri Shimbun

President

Network

Muraoka

December

Chief of Secretariat

2005

Department of The

Yomiuri Shimbun

June 2009

Chief of Political

Department of The

Yomiuri Shimbun

June 2011

Vice Chief of Editorial

Division of The Yomiuri

Shimbun

42

Number of

Title Position Name Date of BirthBusiness ExperiencesShares Owned (shares)

June 2012 Executive Officer, Chief of President's Office, Compliance of The Yomiuri Shimbun Holdings

Executive Officer, Secretary-General of New Premises Construction Committee, Compliance of The Yomiuri Shimbun

January 2014 Executive Officer, Olympics and Paralympics, Compliance of The Yomiuri Shimbun

June 2014 Director, Accounting of The Yomiuri Shimbun Holdings

Director, Chief of Corporate Accounting Division, Affiliates of The Yomiuri Shimbun

June 2015 Managing Director, Chief of Corporate Accounting Division, Affiliates of The Yomiuri Shimbun Standing Corporate Auditor of the Yomiuri Giants

June 2016 Director, Operation Management of The Yomiuri Shimbun Holdings

Senior Managing Director, Chief of Corporate Accounting Division and Chief of General Affairs Division, Affiliates of The Yomiuri Shimbun

* Appointed as Senior Managing Director, Chief of General Affairs Division, Affiliates in July 2016 due to the merger of Corporate Accounting Division and General Affairs Division

June 2017 Director, Chief of President's Office, Operation Management, Compliance, Corporate Communications of The Yomiuri Shimbun Holdings

Senior Managing Director, Chief of General Affairs Division, Affiliates, Real Estate, Compliance, Corporate Communications, Olympics and Paralympics of The Yomiuri Shimbun

43

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2018

Director, Operation

Management of The

Yomiuri Shimbun

Holdings

Director, Vice President,

Chief of General Affairs

Division, Affiliates of The

Yomiuri Shimbun

June 2019

Audit & Supervisory

Board Member of Nippon

Television Holdings, Inc.

(current position)

Director of YOMIURI

LAND CO., LTD. (current

position)

September

Director, Vice President,

2019

Operation Management of

The Yomiuri Shimbun

Holdings

Representative Director,

Vice President, Chief of

General Affairs Division,

Affiliates of The Yomiuri

Shimbun

June 2020

Director, Vice President,

Operation Management,

Network of The Yomiuri

Shimbun Holdings

(current position)

Representative Director,

Vice President of The

Yomiuri Shimbun (current

position)

Director of the Yomiuri

Giants (current position)

April 1987

Joined The Yomiuri

Shimbun

July 2005

Vice Chief of Political

Department of The

Yomiuri Shimbun

April 2008

Editorial Writer of The

Yomiuri Shimbun

June 2009

Chief of Secretariat

Department of The

Yomiuri Shimbun

May 2010

Executive Manager of

Osaka

Secretary-General of New

-

Director

Gaku Shibata

May 16, 1963

Premises Construction

Operations

Committee of The

Yomiuri Shimbun

October 2011

President of Yomiuri

International and Chief of

the United States Bureau

September

Chief of International

2013

Department of The

Yomiuri Shimbun

December

Vice Chief of Editorial

2014

Division and Chief of

International Department

of The Yomiuri Shimbun

44

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2015

General Affairs of

Editorial Division of The

Yomiuri Shimbun

June 2016

Executive Officer, Chief of

President's Office

Compliance, Corporate

Communications of The

Yomiuri Shimbun

Holdings

Executive Officer, Real

Estate, Compliance,

Corporate

Communications,

Olympics and Paralympics

of The Yomiuri Shimbun

June 2017

Director, Chief of Editorial

Division of The Yomiuri

Shimbun

June 2019

Managing Director, Chief

Editorial Writer of The

Yomiuri Shimbun

June 2020

Director, Osaka

Operations of The

Yomiuri Shimbun

Holdings (current position)

Representative Director,

President of The Yomiuri

Shimbun, Osaka (current

position)

April 1982

Joined The Yomiuri

Shimbun

August 2000

Vice Chief of Economics

Department of The

Yomiuri Shimbun

March 2007

Chief of Economics

Department of The

Yomiuri Shimbun, Osaka

May 2008

Vice Chief of President's

Office of The Yomiuri

Shimbun Holdings

June 2009

Vice Chief of Corporate

Seibu

Toru

Accounting Division and

Director

August 26, 1955

Chief of Group Policy

-

Operations

Kunimatsu

Department of The

Yomiuri Shimbun

June 2012

Executive Officer, General

Affairs of General Affairs

and Corporate Accounting

Division of The Yomiuri

Shimbun, Osaka

June 2013

Director, Chief of

Executive's Office, Labor

Services of The Yomiuri

Shimbun, Osaka

May 2014

President of The Yomiuri

Riko Gakuin (science

academy)

45

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2015

Senior Managing Director,

Chief of General Affairs

and Corporate Accounting

Division, Labor Services,

Affiliates of The Yomiuri

Shimbun, Osaka

June 2017

Senior Managing Director,

Chief of General Affairs

and Corporate Accounting

Division, Affiliates of The

Yomiuri Shimbun, Osaka

June 2018

Senior Managing Director,

Chief of Production

Division, Systems of The

Yomiuri Shimbun

June 2019

Director, Seibu Operations

of The Yomiuri Shimbun

Holdings (current position)

Representative Director,

President of The Yomiuri

Shimbun, Seibu (current

position)

April 1972

Joined The Yomiuri

Shimbun

March 1992

Vice Chief of Economics

Department of The

Yomiuri Shimbun

January 1993

President's Office

Manager of The Yomiuri

Shimbun

October 1993

President's Office

Manager and Editorial

Writer of The Yomiuri

Shimbun

June 1994

Chief of Research

Department of President's

Office of The Yomiuri

Shimbun

December

Chief of Administration

1996

Department of General

Director

-

Tatsuo Sekine

April 17, 1949

Affairs Division of The

4,800

Yomiuri Shimbun

June 1998

Chief of Material

Department of The

Yomiuri Shimbun

December

Chief of Material

1999

Department and Manager

of Satellite Version

Promotion Committee of

The Yomiuri Shimbun

July 2002

Chief of Economics

Department of The

Yomiuri Shimbun

June 2004

Executive Officer, Chief of

Production Division of

The Yomiuri Shimbun

June 2006

Senior Managing Director,

Property Management

Department of YOMIURI

LAND CO., LTD.

46

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2007

Representative Director,

President of YOMIURI

LAND CO., LTD.

June 2014

Director of The Yomiuri

Shimbun Holdings

(current position)

Representative Director,

Chairman of YOMIURI

LAND CO., LTD.

June 2017

Adviser of The Yomiuri

Shimbun (current position)

June 2018

Supreme Adviser of

YOMIURI LAND CO.,

LTD.

April 1975

Joined The Yomiuri

Shimbun

September

Vice Chief of Political

1995

Department of The

Yomiuri Shimbun

June 2000

Editorial Writer of The

Yomiuri Shimbun

June 2003

Chief of Political

Department of The

Yomiuri Shimbun

June 2005

Vice Chief of Editorial

Division of The Yomiuri

Shimbun

June 2007

General Affairs of Editing

Division of The Yomiuri

Shimbun

June 2008

Executive Officer, Chief of

Media Strategy Division of

The Yomiuri Shimbun

June 2009

Director, Chief of Media

Strategy Division of The

Yomiuri Shimbun

June 2010

Board Director, Operating

-

Director

-

Yoshio Okubo

July 8, 1950

Officer of Nippon

Television Network

Corporation (current

name: Nippon Television

Holdings, Inc.)

June 2011

Director of The Yomiuri

Shimbun Holdings

(current position)

Representative Director,

President, Operating

Officer of Nippon

Television Network

Corporation (current

name: Nippon Television

Holdings, Inc.)

Corporate Auditor of The

Yomiuri Shimbun

Director of the Yomiuri

Giants

October 2012

Representative Director,

President of Nippon

Television Holdings, Inc.

June 2013

Director of YOMIURI

LAND CO., LTD.

47

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2019

Representative Director,

Chairman of Nippon

Television Holdings, Inc.

(current position)

Representative Director,

Chairman, Chief

Executive Officer of

Nippon Television

Network Corporation

(current position)

April 1978

Joined The Yomiuri Shimbun

March 1996

Vice Chief of Economics

Department of The Yomiuri

Shimbun

June 2003

Editorial Writer of The

Yomiuri Shimbun

June 2006

Chief of Economics

Department of The Yomiuri

Shimbun

June 2007

Vice Chief of Editorial

Department of The Yomiuri

Shimbun

June 2008

General Affairs of Research

and Study Department of The

Yomiuri Shimbun

June 2009

Executive Officer, Sales of

The Yomiuri Shimbun

Holdings

Executive Officer, Chief of

Corporate Accounting

Director

Yoshikuni

October 11, 1954

Division of The Yomiuri

Sugiyama

Shimbun

June 2010

Director, Chief of Corporate

Accounting Division of The

Yomiuri Shimbun

June 2011

Director, Sales of The

Yomiuri Shimbun Holdings

Managing Director, Chief of

Corporate Accounting

Division, Affiliates of The

Yomiuri Shimbun

June 2012

Senior Managing Director,

Chief of Corporate

Accounting Division,

Affiliates of The Yomiuri

Shimbun

June 2014

Director, Seibu Operations of

The Yomiuri Shimbun

Holdings

Representative Director,

President of The Yomiuri

Shimbun, Seibu

48

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2015

Director, Osaka Operations of

The Yomiuri Shimbun

Holdings

Representative Director,

President of The Yomiuri

Shimbun, Osaka

June 2017

Director of The Yomiuri

Shimbun Holdings (current

position)

Representative Director,

President, Corporate Planning

Department, Property

Management Department of

YOMIURI LAND CO.,

LTD.

January 2018

Representative Director,

President of YOMIURI

LAND CO., LTD.

June 2019

Board Director of Nippon

Television Holdings, Inc.

June 2020

Representative Director,

President of Nippon

Television Holdings, Inc.

(current position)

Representative Director,

Operating Officer of Nippon

Television Network

Corporation (current position)

Director of YOMIURI

LAND CO., LTD. (current

position)

April 1980

Joined Nippon Television

Network Corporation (current

name: Nippon Television

Holdings, Inc.)

July 2008

Chief of Executive

Administration Office, and

Chief of Executive

Administration Department

Director

Akira

October 14, 1956

of Nippon Television

Ishizawa

Network Corporation (current

name: Nippon Television

Holdings, Inc.)

July 2009

Chief of Corporation

Administration Division of

Nippon Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

49

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

December

Chief of Programming

2009

Division of Nippon

Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

July 2011

Executive Officer, Chief of

President's Office of Nippon

Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

June 2012

Senior Director, Chief of

President's Office of Nippon

Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

October 2012

Chief of Management

Strategy Division of Nippon

Television Holdings, Inc.

June 2013

Board Director of Nippon

Television Holdings, Inc.

Board Director, Operating

Officer of Nippon Television

Network Corporation

June 2015

Managing Director of Nippon

Television Holdings, Inc.

Board Director, Senior

Executive Officer of Nippon

Television Network

Corporation

June 2018

Senior Managing Director of

Nippon Television Holdings,

Inc.

Board Director, Senior

Corporate Executive Officer

of Nippon Television

Network Corporation (current

position)

June 2020

Director of The Yomiuri

Shimbun Holdings (current

position)

Board Director of Nippon

Television Holdings, Inc.

(current position)

Standing

April 1981

Joined The Yomiuri Shimbun

Akihiko

August 2001

Vice Chief of Corporate

Corporate

September 15, 1957

Auditor

Osada

Accounting Department of

The Yomiuri Shimbun

50

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

July 2004

Chief of Audit Department of

Corporate Accounting

Division of The Yomiuri

Shimbun

June 2009

Chief of Corporate

Accounting Department of

The Yomiuri Shimbun

June 2010

Vice Chief of Corporate

Accounting Division, Chief

of Corporate Accounting

Department of The Yomiuri

Shimbun

June 2011

Vice Chief of Corporate

Accounting Division, Chief

of Corporate Accounting

Department, Assistant

Secretary-General of New

Premises Construction

Committee of The Yomiuri

Shimbun

June 2013

Director, Chief of Operation

Management Division of The

Hochi Shimbun

June 2015

Managing Director, Chief of

Operation Management

Division of The Hochi

Shimbun

June 2016

Standing Corporate Auditor

of The Yomiuri Shimbun

Holdings (current position)

Standing Corporate Auditor

of The Yomiuri Shimbun

(current position)

April 1961

Joined Canon Camera

(current name: Canon Inc.)

January 1979

President of Canon U.S. A.,

Inc.

March 1981

Director of Canon Inc.

March 1985

Managing Director of Canon

Inc.

January 1989

Managing Director,

Corporate

Fujio Mitarai

September 23, 1935

Administrative Department of

Auditor

Head Office of Canon Inc.

March 1989

Executive Senior Managing

Director of Canon Inc.

March 1993

Executive Vice President of

Canon Inc.

September

Executive President of Canon

1995

Inc.

March 2006

Chairman, President of

Canon Inc.

51

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

May 2006

Chairman of Canon Inc.

Chairman of Japan Business

Federation

May 2010

Honorary Chairman of Japan

Business Federation (current

position)

December

Corporate Auditor of The

2010

Yomiuri Shimbun Holdings

(current position)

March 2012

Chairman, President of

Canon Inc.

March 2016

Chairman, CEO of Canon

Inc.

May 2020

Chairman & CEO of Canon

Inc. (current position)

April 1976

Joined Nippon Television

Network Corporation (current

name: Nippon Television

Holdings, Inc.)

June 2004

Chief of Sales Division of

Nippon Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

March 2007

Chief of Programming

Division of Nippon

Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

Corporate

Yoshinobu

June 2008

Executive Officer, Chief of

February 8, 1954

Programming Division of

Auditor

Kosugi

Nippon Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

June 2011

Board Director, Executive

Officer of Nippon Television

Network Corporation (current

name: Nippon Television

Holdings, Inc.)

July 2011

Board Director, Executive

Officer, Chief of

Programming Division of

Nippon Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

52

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

June 2012

Board Director, Senior

Executive Officer of Nippon

Television Network

Corporation (current name:

Nippon Television Holdings,

Inc.)

October 2012

Managing Director of Nippon

Television Holdings, Inc.

June 2013

Senior Managing Director of

Nippon Television Holdings,

Inc.

June 2018

Corporate Auditor of The

Yomiuri Shimbun Holdings

(current position)

Executive Vice President of

Nippon Television Holdings,

Inc.

Executive Vice President,

Executive Officer of Nippon

Television Network

Corporation

June 2019

Representative Director,

President of Nippon

Television Holdings, Inc.

Representative Director,

President, Executive Officer

of Nippon Television

Network Corporation (current

position)

June 2020

Representative Director of

Nippon Television Holdings,

Inc. (current position)

April 1978

Joined Ministry of Finance

(Okura-sho) (current name:

Ministry of Finance (Zaimu-

sho)

July 2004

Counselor of the Minister's

Secretariat of Ministry of

Finance

July 2005

Counselor of the Minister's

Corporate

Yasushi

May 11, 1954

Secretariat, Director of the

Auditor

Manago

Administration and Legal

Division of Ministry of

Finance

July 2006

Deputy Director-General of

the Budget Bureau of

Ministry of Finance

July 2009

Director-General of the

Minister's Secretariat of

Ministry of Finance

53

Number

Title

Position

Name

Date of Birth

Business Experiences

of

Shares

Owned

(shares)

July 2010

Director-General of the

Budget Bureau of Ministry of

Finance

August 2012

Vice-Minister of Finance of

Ministry of Finance

October 2013

Visiting professor of graduate

school of the University of

Tokyo

February 2014

Admitted as a lawyer

(Nishimura & Asahi) (current

position)

June 2014

Corporate Auditor of The

Yomiuri Shimbun, Seibu

Board Director of Nippon

Television Holdings, Inc.

(current position)

Board Director of Nippon

Television Network

Corporation (current position)

June 2015

Corporate Auditor of The

Yomiuri Shimbun, Osaka

June 2018

Corporate Auditor of the

Yomiuri Giants (current

position)

June 2020

Corporate Auditor of The

Yomiuri Shimbun Holdings

(current position)

Total

4,800

  1. Relationship with Tender Offeror

Capital Relationship

Not applicable.

Personnel Relationship

Not applicable.

Transaction Relationship

Not applicable.

(c)

Purpose of the Transfer

As stated in "(a) Background to, purpose and decision-making process of the Tender Offer" of "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" above, joint management of the Target Company with the Tender Offeror and The Yomiuri Shimbun Holdings is set as the purpose.

  1. Number of Target Company Stock owned as of the filing date of this press release

The Yomiuri Shimbun Holdings owns 38,478 shares of the Target Company Stock as of the filing date of this press release.

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2. Outline of Purchase, Etc.

  1. Outline of Target Company

(1) Name

TOKYO DOME CORPORATION

(2) Location

1-3-61, Koraku, Bunkyo-ku, Tokyo 112-8575, Japan

(3) Name and Title of

President and Representative Director

Representative

Tsutomu Nagaoka

(4) Contents of Business

Tokyo Dome City business, secondary market business, real estate

business, Atami business, bicycle race business

(5) Stated Capital

2,038 million yen (as of July 31, 2020)

(6) Date of establishment

December 25, 1936

(7) Major Shareholders and

Custody Bank of Japan, Ltd(Trust Account)

7.20%

Shareholding Ratios

Mizuho Bank, Ltd.

4.62%

(Ratio of Number of Owned

Fukoku Mutual Life Insurance Company

4.61%

Shares to Total Number of

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

4.24%

Outstanding Shares as of July 31,

J. P. MORGAN BANK LUXEMBOURG S. A. 1300000

3.68%

2020 (%))

(Standing proxy agent: Settlement & Clearing Services

Department of Mizuho Bank, Ltd.)

Takenaka Corporation

3.61%

OASIS INVESTMENTS II MASTER FUND LTD

3.13%

(Standing proxy agent: Citibank, N.A., Tokyo Branch)

SMBC Nikko Securities Inc.

1.98%

Custody Bank of Japan, Ltd (Trust Account 9)

1.94%

JP MORGAN CHASE BANK 385781

1.73%

(Standing proxy agent: Settlement & Clearing Services

Department of Mizuho Bank, Ltd.)

(8) Relationship between the Listed Company and the Target Company

Capital Relationship

N/A

Personnel

N/A

Relationship

Business Relationship

The Tender Offeror and the Target Company execute tenant agreement

regarding commercial facilities of the Tender Offeror.

Status as Related Party

N/A

(Note)

"(7) Major Shareholders and Shareholding Ratios" is based on "Status of Major Shareholders"

stated in the Target Company Quarterly Report, as filed by the Target Company on September

10, 2020.

  1. Schedule, etc.

(a)

Schedule

Resolution of Board of

November 27, 2020

(Friday)

Directorsy

Date of Notice of Commencement

November 30, 2020

(Monday)

of Tender Offer

Public disclosure will be made electronically, and a notice of

such disclosure will be published in the Yomiuri Shimbun.

55

Website

of

electronic

public

disclosure:

(https://disclosure.edinet-fsa.go.jp/)

Filing Date of Tender Offer

November 30, 2020 (Monday)

Statement

  1. Period for Purchase, etc. as of the Time of Filing of Tender Offer Statement

From November 30, 2020 (Monday) through January 18, 2021 (Monday) (31 business days)

  1. Possible extension of the Tender Offer Period based on the Target Company's request N/A
  1. Price for Purchase, Etc.
    1,300 yen per share of common stock
  2. Basics, Etc. of Calculation of Price for Purchase, Etc.
  1. Basis of Calculation

In order to ensure the fairness of the Tender Offer Price, when determining the Tender Offer Price, the Tender Offeror requested PwC Advisory LLC ("PwC"), a financial advisor, to evaluate the share value of the Target Company Stock as a third-party valuation institution that is independent of the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder and the Target Company. PwC is not a related party to the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder or the Target Company, and has no material interest in the Tender Offer.

As a result of consideration of various calculation methods to determine which calculation methods to adopt for the Tender Offer, assuming that the Target Company is a going-concern and keeping in mind that it is appropriate to assess the value of the Target Company Stock from various perspectives based on a consideration of the financial condition of the Target Company and trends in the market price of the Target Company Stock, PwC calculated the share price for the Target Company Stock using (i) the market price analysis because the Target Company is a listed company, (ii) the DCF analysis so as to reflect the status of future business activities in the evaluation, and (iii) the adjusted net book value analysis so as to reflect the unrealized gains on assets in the evaluation. The Tender Offeror obtained the share valuation report on the Target Company Stock from PwC as of November 27, 2020 (the "Tender Offeror's Valuation Reoprt"). The Tender Offeror has not obtained an opinion concerning the fairness of the Tender Offer Price (a fairness opinion) from PwC.

According to PwC, in calculating the share value of the Target Company Stock, the adopted calculation analyses and the ranges of values per share of the Target Company Stock calculated in accordance with such analyses are as follows:

Market price analysis:

802 yen to 912 yen

DCF analysis:

931 yen to 1,356 yen

Adjusted net book value analysis

1,187 yen to 1,374 yen

The market price analysis, with a reference date of November 26, 2020, showed that the value per share of the Target Company Stock was in the range of 802 yen to 912 yen, based on the following prices of the Target Company Stock on the First Section of the Tokyo Stock Exchange: the closing price on the reference date (897 yen), the simple average closing price for the one (1) week (909 yen), the simple

56

average closing price for the past one (1) month (892 yen), the simple average closing price for the past three (3) months (830 yen), and the simple average closing price for the past six (6) months (802 yen) immediately preceding the reference date; and the volume weighted average price for the past one (1) week (912 yen) (rounded to the nearest whole number; the same hereafter with respect to the calculation of volume weighted average price), the volume weighted average price for the past one (1) month (903 yen), the volume weighted average price for the past three (3) months (836 yen), and the volume weighted average price for the past six (6) months (809 yen) immediately preceding the reference date.

For the DCF analysis, the share value of the Target Company Stock was calculated by first estimating the amount of free cash flow that the Target Company is expected to generate in and after the fiscal year ending January 2021 based on various factors, including the earnings target forecast for the fiscal year ending January 2021 and the business plan for the fiscal year ending January 2022 through the fiscal year ending January 2024 that were prepared by the Target Company, recent performance trends, interviews of the Target Company's personnel and publicly disclosed information, and then deriving the present value of that amount using a certain discount rate. This analysis showed that the value per share of the Target Company Stock is in the range of 931 yen to 1,356 yen.

It should be noted that the Target Company's future financial projections on which the DCF analysis by PwC was premised include a fiscal year in which a large increase or decrease in earnings is expected. Specifically, the Target Company expects a significant operating loss in the fiscal year ending January 2021 due to the impact of the COVID-19 Pandemic, such as holding the baseball games without spectators or with a restriction on the number of spectators at the Tokyo Dome and a series of cancellations and postponements of music concerts and other events, as well as lower occupancy rates at Tokyo Dome Hotel and ATAMI BAY RESORT KORAKUEN. Further, in the subsequent fiscal year ending January 2022, the Target Company expects an operating loss, although it is expected to recover from the conditions under the COVID-19 Pandemic mainly in the baseball entertainment business. In addition, in the fiscal year ending January 2023, the Target Company expects a significant growth of operating profit due to the impact of the recovery from the COVID-19 Pandemic.

Furthermore, the Target Company's future financial projections on which the DCF analysis was premised by PwC do not assume the implementation of the Transaction, and the expected synergies to be realized through the implementation of the Transaction are not taken into account because it is difficult to make a detailed estimate of the impact on earnings at this point.

The adjusted net book value analysis showed that the value per share of the Target Company Stock is in the range of 1,187 yen to 1,374 yen, by calculating the amount of adjusted net book value which reflected the unrealized gains in respect of the premises and equipment owned by the Target Company in the net book value on the consolidated balance sheet of the Target Company as of July 31, 2020.

In determining the Tender Offer Price, the Tender Offeror took comprehensively into account several factors, including the valuation results in the Tender Offeror's Valuation Report received from PwC, the results of due diligence performed by the Tender Offeror in regard to the Target Company, the premiums added to the tender offer prices in several precedent tender offer cases (for those subject to the procedures for making the target company a wholly-owned subsidiary) conducted by parties other than the issuer, whether or not the Target Company's board of directors would support the Tender Offer, and the trend of the market price of the Target Company Stock for the past six (6) months; and, based on the results of the discussion and negotiation with the Target Company, the Tender Offeror ultimately set the Tender Offer Price at 1,300 yen per share on November 27, 2020.

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The Tender Offer Price of 1,300 yen per share of the Target Company Stock represents (a) a premium of

44.93 % on 897 yen, which is the closing price of the Target Company Stock on the First Section of the Tokyo Stock Exchange on November 26, 2020, the business day immediately preceding the announcement date of the implementation of the Tender Offer; (b) a premium of 45.74% on 892 yen, which is the simple average closing price for the one (1) month immediately preceding November 26, 2020; (c) a premium of 56.63% on 830 yen, which is the simple average closing price for the three (3) months immediately preceding November 26, 2020; and (d) a premium of 62.09% on 802 yen, which is the simple average closing price for the six (6) months immediately preceding November 26, 2020.

(Note)

According to PwC, in the calculation of the share value of the Target Company, PwC has, in

principle, relied on the information provided by the Target Company and the publicly available

information, and has made various assumptions, including the fact that all such information is

accurate and complete and the fact that there are no undisclosed facts to PwC that could have

a material impact on the calculation of the share value of the Target Company, and PwC has

not independently verified the accuracy and completeness of such information. Further, PwC

does not independently evaluate, appraise or assess the assets or liabilities of the Target

Company and its affiliates (including off-balance sheet assets and liabilities and other

contingent liabilities), nor does it request third-party evaluations, appraisals, or assessments.

In addition, financial projections (including business plans and other information) submitted

by the Target Company assume that they were reasonably prepared by the Target Company's

management based on the best predictions and judgments currently available. The calculation

results of PwC reflect the information and economic conditions as of November 26, 2020.

  1. Background of Calculation
    (Background of Determining the Tender Offer Price)

The Yomiuri Shimbun Holdings introduced the Target Company to the Tender Offeror, and in late June 2020, the Tender Offeror proposed the Target Company to implement a growth measure, which is premised on taking the Target Company private, to realize neighborhood creation centered on sports and entertainment with the Tender Offeror as a long-term business partner. In late August 2020, the Tender Offeror offered an initial proposal to the Target Company on the significance of the transaction premised on taking the Target Company prvate to be conducted by the Tender Offeror, and the growth strategy of the Target Company (since the due diligence had not been completed as of then, the Tender Offeror did not propose any price). Subsequently, the Tender Offeror conducted due diligence in regard to the Target Company to assess the feasibility of the Transaction during the period from late August 2020 to early November 2020, and with advice from PwC, a financial advisor, and Shibata, Suzuki & Nakada, a legal advisor, also initially considered the appropriateness and terms of the Transaction and transaction methods, etc., including the significance and purpose of the Transaction and the management policy after the Transaction. In addition, the Tender Offeror had multiple discussions with the Target Company to consult about the Target Company's management issues and medium- to long-term strategies and measures aimed at enhancing the corporate value of the Target Company. Accordingly, on November 12, 2020, the Tender Offeror and The Yomiuri Shimbun Holdings jointly offered a proposal to the Target Company on the purpose and significance of the Transaction and outlines of the method and terms for the implementation of the Transaction.

The Tender Offeror and the Target Company once again carefully negotiated and considered the terms and conditions of the Transaction, including the Tender Offer Price. As a result, in late November 2020, they concluded that it would be desirable to take the Target Company private through the Transaction and limit

58

the Target Company's shareholders to the Tender Offeror and The Yomiuri Shimbun Holdings through the Share Transfer. Accordingly, on November 27, 2020, the Tender Offer decided to implement the Tender Offer by the Tender Offeror with the aim of taking the Target Company private. The background of the determination of the Tender Offer Price is as below.

  1. Obtaining the Share Valuation Report from a Third-party Valuation Institution
    When determining the Tender Offer Price, the Tender Offeror requested PwC, a financial advisor, to evaluate the share value of the Target Company Stock as a third-party valuation institution that is independent of the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, the Target Company and Oasis. It should be noted that PwC is not a related party of the Tender Offeror or the Target Company and has no material interest in relation to the Tender Offer, The Yomiuri Shimbun Holdings, the Tendering Shareholder and Oasis. In addition, the Tender Offeror has not obtained an opinion concerning the fairness of the Tender Offer Price (a fairness opinion) from PwC.
  2. Outline of Advice
    PwC evaluated the share value of the Target Company by using the market price analysis method, the DCF analysis method, and the adjusted net book value analysis method. The ranges of the value per share of the Target Company Stock shown by each analysis method are as follows:

Market price analysis:

802 yen to 912 yen

DCF analysis:

931 yen to 1,356 yen

Adjusted net book value analysis:

1,187 yen to 1,374 yen

  1. Background to Determination of the Tender Offer Price Based on the Advice
    As stated in "(a) Basis of Calculation" under "(4) Basics, Etc. of Calculation of Price for Purchase, Etc." above, in determining the Tender Offer Price, the Tender Offeror took several factors into account comprehensively, including the valuation results in the Tender Offeror's Valuation Report obtained from
    PwC on 27 November, 2020, the results of due diligence on the Target Company conducted by the Tender Offeror, the premiums added to the tender offer prices in some precedent tender offer cases (for those subject to the procedures for making the target company a wholly-owned subsidiary) conducted by parties other than the issuer, whether or not the Target Company's board of directors would support the Tender
    Offer and the trend of the market price of the Target Company Stock for the past six (6) months, and based on the results of the discussion and negotiation with the Target Company and other factors, the Tender Offeror ultimately set the Tender Offer Price being at 1,300 yen per share on November 27, 2020, and both parties agreed with it.

(Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer)

As of the filing date of this press release, the Tender Offeror owns no shares of the Target Company Stock, and the Tender Offer does not fall under a tender offer by a controlling shareholder. In addition, it is not anticipated that all or a part of the Target Company's management will invest directly or indirectly in the Tender Offeror, and the Transaction, including the Tender Offer, will not fall under a so-called management buyout transaction. Nevertheless, in consideration of the fact that (i) the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror and (ii) the Target Company has received the Oasis Proposals from Oasis to conduct a tender offer for the common stock of the Target Company twice, on January 31 and October 7, 2020, in parallel with consideration by the Tender Offeror of the implementation of the Transaction, as stated in "(iv) Process of and Reasons for Decision-

59

Making by the Target Company" of "(a) Background to, purpose and decision-making process of the Tender Offer" of "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" under "1. Purpose of the Purchase, Etc." above, the Tender Offeror and the Target Company took the following measures with regard to the implementation of the Transaction in the interests of exercising caution to ensure the fairness of the Tender Offer including the appropriateness of the terms of the Transaction (including the fairness of the Tender Offer Price) and the fairness of procedures of the Transaction (for the Target Company, including a comparative review with the Oasis Proposals). The following statement of the measures implemented by the Target Company isare based on the explanations received from the Target Company.

  1. Valuation Report Obtained by the Tender Offeror from an Independent Third-Party Valuation Organization
    When determining the Tender Offer Price, the Tender Offeror requested PwC, a financial advisor, to evaluate the share value of the Target Company Stock, and obtained the Tender Offeror's Valuation Report from PwC as of November 27, 2020. It should be noted that PwC is not a related party of the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, the Target Company or Oasis and has no material interest in relation to the Tender Offer. In addition, the Tender Offeror has not obtained an opinion concerning the fairness of the Tender Offer Price (a fairness opinion) from PwC. For details, please refer to "(a) Basics of Calculation" of "(4) Basics, Etc. of Calculation of Price for Purchase, Etc." above.
  2. Setting the Minimum Number of Shares to be Purchased Above the Majority of Minorities
    The Tender Offeror has set the minimum number of shares to be purchased in the Tender Offer at 61,805,100 shares (shareholding ratio: 66.67%), and if the total number of the Tendered Share Certificates, Etc. is less than the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. On the other hand, as stated in "(1) Overview of the Tender Offer" of "1. Purpose of Purchase, Etc." above, the Tender Offeror has not set the maximum number of shares to be purchased because the Tender Offeror intends to acquire all of the Target Company's shares (excluding treasury stock owned by the Target Company) in the Tender Offer, and if the total number of the Tendered Share Certificates, Etc. is equal to or greater than the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will purchase all of the Tendered Share Certificates, Etc. The minimum number of shares to be purchased (61,805,100 shares) is the number of shares (61,805,100 shares) obtained by multiplying one unit (100 shares) of the Target Company Stock by the number of voting rights (618,051 rights) that is equal to two-thirds or more of the voting rights (927,076 rights) of the number of shares (92,707,684 shares), which is the total number of issued shares as of July 31, 2020 set forth in the Target Company Quarterly Report (95,857,420 shares) less the number of treasury shares held by the Target Company as of the same date set forth in the Target Company Quarterly Report (3,149,736 shares). As the Tender Offeror intends to make the Target Company a wholly-owned subsidiary of the Tender Offeror, the Tender Offeror has set this number to satisfy the requirements of a special resolution of the general meeting of shareholders provided in Article 309, Paragraph 2 of the Companies Act solely by itself when implementing the procedures for the Share Consolidation necessary to take the
    Target Company private, as stated in "(b) Share Consolidation" under "(4) Policy for Organizational
    Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" of "1. Purpose of Purchase, Etc." above. The minimum number of the shares to be purchased (61,805,100 shares) is more than the total number of shares (48,514,244 shares) of (i) the number of shares equivalent to a majority (44,193,442 shares, shareholding ratio: 47.67%) of the number of shares (88,368,882 shares), which is the total number of issued shares as of July 31, 2020 set forth in the Target Company Quarterly Report (95,857,420 shares) less the number of treasury shares held by the Target Company as of the same

60

date set forth in the Target Company Quarterly Report (3,149,736 shares) and the total number of shares to be tendered by the Tendering Shareholder (4,320,802 shares), in other words, a majority of the shares in the Target Company held by shareholders of the Target Company who have no interest in relation to the Tender Offeror, which is the number of shares corresponding to the "majority of minorities," plus (ii) the total number of shares to be tendered by the Tendering Shareholder (4,320,802 shares). Accordingly, the Tender Offer will not be successfully completed in the event that a majority of the shareholders of the Target Company, who do not have interest in the Tender Offeror, do not approve the Tender Offer, and thus the Tender Offeror believes that the Tender Offer respects the intention of the minority shareholders of the Target Company.

  1. Valuation Report Obtained by the Target Company from an Independent Third-Party Valuation Organization
    1. Name of the Valuation Organization, and its Relationship with the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and Oasis
      According to the Target Company Press Release, at the beginning of July, the Target Company elected GCA as a financial advisor and a third-party valuation organization independent of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and Oasis, in order to ensure fairness in the decision-making process of the Tender Offeror Price presented by the Tender Offeror, and, thus, at the beginning of November 2020, requested GCA to evaluate the Target Company Stock, and received advice from a financial perspective, including advice regarding negotiation policy with the Tender Offeror. Concurrently, the Target Company obtained a share valuation report (the "Target Company Valuation Report") from GCA as of November 26, 2020. GCA is neither a related party of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, nor Oasis, nor does it have any material interest in the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, or Oasis, in relation to the Transaction, including the Tender Offer. The Target Company has not obtained any written opinion regarding the fairness of the Tender Offer Price (i.e., a fairness opinion) from GCA. According to the Target Company, a professional fee to GCA related with the Transaction includes a type of success fee paid by the trigger event, including the successful completion of the Transaction.
    2. Outline of the Calculation of the Target Company Stock
      According to the Target Company Press Release, GCA received information disclosure from the
      Target Company, including the Target Company's current business status and future business plan, and explanation thereof, and calculated the share value of the Target Company Stock based on such information. GCA calculated the value of the Target Company Stock using the following methods: the market share price analysis (because there are market share prices as the Target Company Stock are listed on the First Section of the Tokyo Stock Exchange); and the DCF analysis (in order to reflect the intrinsic value based on the status of future business activities). The ranges of per-share value of the Target Company Stock calculated using such methods, are as follows:

Market share price analysis:

802 yen to 897 yen

DCF analysis:

687 yen to 1,304 yen

Under the market share price analysis, where November 26, 2020 was the reference date, the per-share value of the Target Company Stock was calculated as ranging from 802 yen to 897 yen, based on the following prices of the Target Company Stock on the First Section of the Tokyo Stock Exchange: the closing price as of the reference date (897 yen); the simple average of the closing price for the one month immediately preceding the reference date (892 yen); the simple average of the closing price for

61

the three months immediately preceding the reference date (830 yen); and the simple average of the closing price for the six months immediately preceding the reference date (802 yen).

Under the DCF analysis, the Target Company's corporate value and share value were calculated by discounting the free cash flow that is expected to be generated by the Target Company after the fiscal year ending in January 2021 at a certain discount rate to the present value, in light of various factors, such as the Target Company's business plan for fiscal years from the fiscal year ending in January 2022 through the fiscal year ending in January 2024, and recent business results trends, as well as publicly available information. Using this methodology, the per-share value of the Target Company Stock was calculated as ranging from 687 yen to 1,304 yen. GCA analyzed and reviewed the Target Company's future financial forecasts which were used by GCA as an assumption for the purpose of the calculation using the DCF analysis by having interviews with the Target Company several times. There are fiscal years in which significant increases or decreases in profits are expected in the Target Company's future financial forecasts. Specifically, the Target Company expects an operating loss of approximately 13 billion yen for the fiscal year ending in January 2021, due to the impact of successive cancellations and postponements of events at the "Tokyo Dome" and successive cancellations of lodging and banquets at the "Tokyo Dome Hotel" and "ATAMI BAY RESORT KORAKUEN" during the COVID-19 Pandemic. After that, the market environment is expected to improve because the COVID-19 Pandemic will have gradually minimized, and the profit will be increased and cost will be reduced mainly by increasing the sales per customer through the facilitation of utilization and integration of digital technology, as well as companywide marketing. As a result, the Target Company expects that the operating loss for the fiscal year ending in January 2022 will be approximately 6.1 billion yen, significantly shrinking losses compared to the previous fiscal year, the operating profit for the fiscal year ending in January 2023 will be approximately 500 million yen, returning to profitability, and the operating profit for the fiscal year ending in January 2024 will improve to approximately 9 billion yen. The business plan used for the calculation is not based on the assumption of the implementation of the Transaction, and the synergistic effects expected to be achieved by implementing the Transaction have not been factored into the financial forecasts because it is difficult to estimate such effects in numbers at present.

(Note 2) According to GCA, in the calculation of the share value of the Target Company, GCA has not verified the accuracy, validity, or completeness of the publicly available information and information provided to GCA, and has not independently evaluated or appraised the individual assets and liabilities of the Target Group (including off-balance sheet assets and off-balance sheet liabilities) and has not obtained any appraisals or evaluations with respect to them. Further, GCA has made assumptions, including the fact that there are no undisclosed facts that could have a material impact on the calculation of the share value of the Target Company and that the Target Company's financial projections (including business plans and other information) have been reasonably prepared by the Target Company's management based on the best projections and judgments currently available.

  1. Advice to the Target Company from an Independent Legal Advisor
    According to the Target Company Press Release, the Target Company selected Nishimura & Asahi as its legal advisor, which is independent of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder and Oasis, and subsequently, in late January, 2020, in order to ensure the fairness and propriety of the decision-making process by the Target Company's board of directors, in relation to the Transaction, including the Tender Offer, the Target Company has received therefrom legal advice on measures that should be taken to ensure the fairness of the procedures in the Transaction,

62

including the Tender Offer, and the decision-making method and process regarding the Transaction by the Target Company's board of directors, and other matters to note concerning the decision-making for the Transaction, including the Tender Offer. Nishimura & Asahi is neither a related party of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, nor Oasis, nor does it have a material interest in the Transaction.

  1. Special Committee Established, and the Special Committee's Written Report Obtained, by the Target Company
    1. Background of Establishment
      According to the Target Company Press Release, upon considering the implementation of the Transaction, the Target Company took into consideration, from the standpoint of enhancing its corporate value, that it is necessary to carefully consider whether to implement the Transaction, and the appropriateness and fairness of the transaction terms (including the structure), including when compared with the Oasis Proposals.
      Accordingly, the Target Company established a special committee as a voluntary council to consider and determine the appropriateness of the transaction terms and the fairness of the procedures of the Transaction, by a resolution at its board of directors meeting held on November 10, 2020, in order to eliminate any arbitrariness in the decision-making by the Target Company regarding the Transaction, and to ensure the fairness, transparency and objectivity of the decision-making process. The special committee is comprised of four members, namely, Mr. Yoshihisa Inoue (External Director of the Target Company), Ms. Emi Ishida (External Director of the Target Company, a certified public accountant and lawyer), Mr. Isao Takahashi (External Corporate Auditor of the Target Company), and Mr. Hidenori Aoki (External Corporate Auditor of the Target Company and lawyer), who have been familiar with the business of the Target Company, have knowledge and experience in each specialized area, and none of whom have interests in the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, or Oasis (In addition, Mr. Yoshihisa Inoue was elected as a chairman of the special committee by the members of the special committee. The chairman of the special committee has not changed since it was established). The compensation to be paid to the special committee members is fixed fees only, and it will be paid irrespective of whether the Transaction is successfully consummated and irrespective of the content of the report, and does not include contingent fees subject to the announcement of the Transaction or the successful consummation of the Transaction, or other matters.
      The Target Company's board of directors inquired with the special committee about the (a) justification and reasonableness of the purpose of the Transaction (including whether the Transaction contributes to the enhancement of the Target Company's corporate value); (b) fairness of the procedures concerning the Transaction (including whether the interests of the shareholders of the Target Company are fully considered); (c) fairness and appropriateness of the transaction terms of the Transaction (including when compared with the Oasis Proposals); (d) whether it is appropriate for the Target
      Company's board of directors to express an opinion to support the Tender Offer and to recommend the Target Company's shareholders to tender in the Tender Offer; and (e) whether the implementation of the Transaction (including the Target Company's board of directors expressing an opinion to support the Tender Offer and recommending the Target Company's shareholders to tender in the Tender Offer) is disadvantageous to the general shareholders of the Target Company , in connection with the Transaction (the "Matters of Inquiry"), and requested that the special committee submit a report regarding these points to the Target Company. Also, according to the Target Company, the Target

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Company's board of directors resolved that it will make decisions concerning the Transaction while respecting the details of the special committee's decisions to the utmost extent, and that it would not agree to the Tender Offer if the special committee decides that implementation of the Tender Offer or transaction terms of the Transaction is not appropriate.

The board of directors of the Target Company resolved to grant to the special committee (i) the authority to designate the Target Company's third-party valuation organization, legal advisor, or other advisor (the "Advisors") and approve (including subsequent approval) such Advisors of the Target Company, in order to ensure appropriate decisions regarding the Transaction; (ii) the authority to elect Advisors to the special committee (if the special committee determines that the Target Company's Advisors are highly professional and have no issues concerning independence, so that the special committee can trust the Target Company's Advisors and seek professional advice from them, the special committee may seek professional advice from the Target Company's Advisors, and the Target Company will bear reasonable costs concerning professional advice from the Advisors of the special committee), in order to ensure appropriate decisions regarding the Transaction; (iii) the authority to request that directors or employees of the Target Company, and any other person who is found by the special committee to be necessary, attend a special committee meeting, and ask to explain necessary information, in order to ensure appropriate decisions regarding the Transaction; and (iv) the authority to get substantially involved in the process of negotiation of the transaction terms by confirming in advance the policy regarding the negotiation of the transaction terms of the Transaction, receiving reports on the status of the negotiation in a timely manner, and stating opinions and making instructions or requests on material aspects.

  1. Background of the Consideration
    According to the Target Company, the special committee held meetings during the period from November 16 to 25, 2020, 3 times in total and approximately 5 hours in total. In addition, the special committee carefully discussed and considered the Matters of Inquiry by receiving reports and sharing information, deliberating, and making decisions, through e-mail or other means, during the period between each day of such meetings.
    Specifically, on November 10, 2020, the special committee first selected Anderson Mori & Tomotsune as its independent legal advisor, after considering, among others, the independence, expertise, and performance of more than one legal advisor candidate. Anderson Mori & Tomotsune is neither a related party of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, or Oasis, nor does it have a material interest in the Transaction.
    Moreover, the special committee confirmed, among others, the respective independence levels, expertise and performance of GCA as the third-party valuation organization and the financial advisor of the Target Company, and of Nishimura & Asahi as the legal advisor of the Target Company, and then approved the selection of them by the Target Company, and confirmed that the special committee may seek professional advice from these advisors as necessary.
    The special committee then considered measures to be taken to ensure fairness of the procedures in the Transaction, taking into consideration legal advice from Anderson Mori & Tomotsune and opinions from Nishimura & Asahi.
    The special committee requested the management members of the Target Company to attend meetings of the special committee several times, heard the view of the Target Company's management team and

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related information with respect to the Target Company's share value, synergy expected in relation to the Transaction, details of the Oasis Proposals and the background of receiving the Oasis Proposals, and other matters, such as the status of discussions with candidate enterprises for a business strategy partner including the Tender Offeror (the Target Company disclosed the specific names of those candidate enterprises to the special committee), significance of the Transaction, time and method of implementation of the Transaction, management policy, governance and business plan (including the background of developing such plan and conditions precedent) of the Target Company after the Transaction; concurrently, the special committee exchanged questions and answers with those management teams with respect to those matters. The special committee submitted a questionnaire to the Tender Offeror from the perspective of comparison with the Oasis Proposals and obtained the answers from the Tender Offeror.

The special committee requested that the Target Company provide related materials including the Tender Offeror Proposals and drafts or the like of agreements concerning the Capital and Business Alliance Agreement executed among the Target Company, the Tender Offeror, and The Yomiuri Shimbun Holdings (for details of the Capital and Business Alliance Agreement, please refer to "(c) Capital and Business Alliance Agreement" in "(6) Matters Concerning Material Agreements Related to the Tender Offer" of "1. Purpose of Purchase, Etc." above), verified the content thereof, and exchanged questions and answers with respect to those matters.

The special committee received explanations from GCA, to whom the Target Company asked valuation of the value of the Target Company Stock, regarding the valuation method concerning the evaluation of the share value of the Target Company Stock implemented by GCA, conditions precedent, and details of the evaluation through each valuation method, and exchanged questions and answers with GCA with respect to those matters.

Since the Target Company received the Tender Offeror Proposals from the Tender Offeror and The Yomiuri Shimbun Holdings on November 12, 2020, which includes a proposal to set the Tender Offeror Price at 1,200 yen, the special committee has been discussing policies for responding to such proposals, after receiving timely reports from the Target Company on, among others, the background of discussions/negotiations between the Target Company and the Tender Offeror regarding the Transaction and details thereof.

The special committee engaged in deliberation and consideration, taking into consideration advice from Anderson Mori & Tomotsune as its independent legal advisor, as well as opinions from GCA as the Target Company's financial advisor, and from Nishimura & Asahi as the Target Company's legal advisor. Thereafter, as stated in "(iv) Process of and Reasons for Decision-Making by the Target Company" of "(a) Background to, purpose and decision-making process of the Tender Offer" of "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1. Purpose of Purchase, Etc." above, on November 16, 2020, the special committee had the Target Company request that the Tender Offeror reconsider the Tender Offer Price and set the Tender Offer Price at 1,350 yen, stating that the Tender Offeror Proposals had not adequately reflected the Target Company's corporate value for the following reasons: the details of the Oasis Purchase, where a proposal was made to purchase all of the Target Company Stock at 1,300 yen per share, had not been taken into consideration; and the Tender Offeror Proposals were below the level of premiums added to the most recent market stock price and the average market stock price during a certain period in recent similar cases (cases of making a company a wholly-owned subsidiary). The Target Company thereafter received from the Tender Offeror a revised proposal on November 18,

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2020, which proposed that the Tender Offer Price will be 1,250 yen; accordingly, the special committee had the Target Company request again on November 20, 2020 that the Tender Offeror reconsider the Tender Offer Price and set the Tender Offer Price at 1,300 yen or higher, stating that the revised proposal still had not adequately reflected the Target Company's corporate value for the same reasons as those for which the Target Company requested that the Tender Offeror reconsider the Tender Offer Price on November 16, 2020,and thus substantially got involved in discussions/negotiations between the Target Company and the Tender Offeror. As a result, on November 24, 2020, the Target Company received the final proposals from the Tender Offeror, including a proposal to set the Tender Offer Price at 1,300 yen per share.

Further, the special committee received explanations from Nishimura & Asahi several times regarding the respective drafts of press releases concerning the Tender Offer and the written report to express their opinion, to be released or filed by the Target Company, and details of the drafts of the Tender Offer Registration Statement concerning the Tender Offer to be filed by the Tender Offeror, received advice from Anderson Mori & Tomotsune, and confirmed that sufficient information will be disclosed.

  1. Details of the Special Committee's Decision
    According to the Target Company, based on the background stated above, as a result of carefully discussing and considering the Matters of Inquiry, taking into consideration legal advice from Anderson Mori & Tomotsune, the special committee submitted to the Target Company's board of directors a written report (the "Written Report") mainly to the following effect, as of November 26,
    2020, with the unanimous consent of the members.
    1. Justification and reasonableness of the purpose of the Transaction and the Share Transfer
      (including whether the Transaction contributes to the enhancement of the Target Company's corporate value)

      1. The Target Company Group set the managerial targets and established the management issues that need to be addressed in order to achieve the targets based on the mid-term management plan "Innovation: Toward the Next Generation of Value Creation," and was implementing action plans to resolve these issues. However, the Target Company Group was not able to avoid a situation where its financial position inevitably deteriorated considerably while under the influence of the COVID-19 Pandemic, due to, among others, cancellations and postponements of events, postponement of the start of the professional baseball season, cancellations of hotel reservations, decrease in visitors to the Tokyo Dome City, and increase in costs for measures for prevention of COVID-19 infections. According to interviews with the Target Company, the Target Company recognizes the following five management issues from the mid-to-long term perspective, taking into account the effects of the COVID-19 Pandemic which are expected to continue for a long period of time: (1) deterioration of the "Tokyo Dome City" facilities;
      2. appearance of a synergetic effect between each facility within the "Tokyo Dome City";
      3. creation of a synergetic effect between the businesses of the Target Company Group;
      4. further increase in the transparency of the management structure (reinforcement of governance); and (5) measures providing foresight into the prolonged effects of the COVID-19 Pandemic. Furthermore, the Target Company recognizes the necessity of the redevelopment of the "Tokyo Dome City" as a whole as its long-term goal. Focusing on these management issues is reasonable in the light of the Target Company's business environment, and taking measures in order to resolve these issues is considered to contribute to the improvement of the Target
        Company's corporate value.

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In addition, according to interviews with the Target Company, the Tender Offeror explained to the Target Company that the following synergies are expected from the Transaction and the Share Transfer: (i) improving customer satisfaction and profitability through, among others, integrated operation of the baseball team, stadium and the Tender Offeror; (ii) strengthening the competitiveness of the Target Company by leveraging the Tender Offeror's know-how;

  1. effectiveness of integrating the customer bases of the Tender Offeror, the Target Company and The Yomiuri Shimbun Holdings; (iv) strengthening the Tender Offeror's competitiveness in neighborhood creation by leveraging the Target Company's know-how in sports and entertainment; and (v) leveraging the Tender Offeror's experience and know-how in urban development in future redevelopment of the "Tokyo Dome City." Furthermore, from the standpoint of the Target Company, the following synergies can be expected: (a) concurrent promotion to facilitate measures for prevention of COVID-19 infections and improvement of customer satisfaction and profitability; (b) increase in the ability to attract customers to the "Tokyo Dome City"; (c) increase in profitability through the integration of customer bases;
  1. promotion of cost reduction and an increase of borrowing capacity during the COVID-19 Pandemic; and (e) smooth promotion of the redevelopment of the "Tokyo Dome City" as a whole and maximization of value. There is no conflict or discrepancy between the synergies expected by both companies, and these synergies are considered to be able to resolve: management issues (1) and (5) through the redevelopment of the Tokyo Dome City and management issues (2), (3), and (5) through the effective operation of the business by leveraging and integrating the respective know-how and customer base of the Tender Offeror, The Yomiuri Shimbun Holdings, and the Target Company, respectively (although the resolution of management issue (4) is not raised as a part of synergies from the Transaction and the Share Transfer, as the Tender Offero and The Yomiuri Shimbun Holdings are well aware of the importance of governance, it may be considered that the Transaction and the Share Transfer will also contribute to the resolution of management issue (4)).

Next, according to interviews with the Target Company, in order to resolve the management issues above, it is necessary, while closely collaborating with business strategy partners, including mutually referring customers and sharing of various know-how, to promptly make upfront investments that are not necessarily directly linked to the maximization of the Target Company's profits in the short term and implement activities that involve temporary costs increase. Accordingly, flexibility and speed of decision-making are emphasized for a fundamental reform, which the Transaction and the Share Transfer will be able to realize. Therefore, aiming for resolving the management issues through the Transaction and the Share Transfer, and not other methods, is considered to be reasonable.

Moreover, according to interviews with the Target Company, the Target Company received from Oasis a proposal for improving the Target Company's management, including implementing the Tender Offer by Oasis. However, the proposal suggested concentrating resources on the improvement of services at the Tokyo Dome City from the short term perspective and did not necessarily specify strategies from the medium to long term perspective. The proposal also seemed to not sufficiently understand restrictions on the development of a part of the "Tokyo Dome City" site under the City Planning Act and differences between stadium management business models overseas and in Japan. It has been ten months after Oasis's initial proposal, and although Oasis held interviews with the Target Company in mid- February and mid-June 2020, it did not concretize the proposal at all. Furthermore, expectations of fund procurement and feasibility thereof in terms of regulations on foreign capital are

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uncertain. Given the above, it is unavoidable to say that the concreteness and feasibility, namely the seriousness, of the proposal are doubtful.

In addition, no special disadvantage to implementing the Transaction and the Share Transfer has been found.

In the light of the above, the purpose of the Transaction and the Share Transfer is justifiable and reasonable, and the Transaction and the Share Transfer is considered to contribute to improving the Target Company's corporate value.

  1. Fairness of the procedures concerning the Transaction and the Share Transfer (including whether the interests of the shareholders of the Target Company are fully considered)
    The following matters have been raised with respect to this point:
    1. The special committee, which is comprised of independent external directors and independent external auditors of the Target Company, has been established, and, considering the time of its establishment, and its authority, among others, the special committee has been found to be working effectively to ensure the fairness.
    2. As it has been determined that there are no directors who have any special interest in the Tender Offer (taking into consideration the circumstances stated in (1) above, the directors with respect to whom the removal from their position of directors have been proposed by
      Oasis in an extraordinary shareholders' meeting, and the director who was in the position of a director of the Tendering Shareholder have no interest which should be considered to harm the fairness of the procedures if not excluded from deliberations or vote of the Target
      Company's board of directors meeting in relation to the Transaction), the board of directors of the Target Company intends to resolve to express an opinion to support the Tender Offer and recommend that shareholders tender their shares in the Tender Offer, by unanimous approval of the ten directors of the Target Company, and the four auditors of the Target Company intend to state a unanimous opinion that they have no objection to the above resolution; thus, there is no doubt regarding the fairness of the decision-making process of the Target Company.
    3. The Target Company has obtained advice from attorneys of Nishimura & Asahi, a legal advisor independent of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and Oasis.
    4. The Target Company has obtained a share valuation report from GCA, a third party valuation organization independent of the Target Company, the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and Oasis, as materials regarding share value of the Target Company Stock, and the Tender Offeror intends to obtain a share valuation report from PwC as a financial advisor, which is a third party valuation organization independent of the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder, and the Target Company.
    5. According to interviews with the Target Company, the Target Company discussed with business strategy partner candidates. In addition, the purchase period for the Tender Offer has been set at 31 business days, and the Target Company, the Tender Offeror, and The Yomiuri Shimbun Holdings do not intend to reach any agreement which excessively

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restricts contact with proposing parties of opposing takeovers (although there is a break-up fee provision in the Capital and Business Alliance Agreement, the amount is not excessively expensive, and it can be said that such provision is not of a nature effectively forcing the shareholders of the Target Company to approve the Transaction and the Share Transfer and is within the scope of reasonable practice). Therefore, the market check is considered to be functioning appropriately.

  1. "Majority of Minority" minimum is set and therefore, consent (tender) from a majority of general shareholders who have no interest in the Tender Offer will be necessary in order for the Tender Offer to be successfully completed.
  2. The Tender Offer Filing Statement, the Written Report to Express Opinion, and the respective press releases of the Tender Offeror and the Target Company will disclose sufficient information regarding the process leading to the implementation of the Transaction and the Share Transfer and the background of the negotiation, including matters regarding the special committee. Thus, it has been found that materials that are important in decision-making, which contribute to decision-making regarding appropriateness, etc. of transaction terms, have been provided to shareholders of the Target Company.
  3. If the Tender Offeror fails to acquire all shares of the Target Company Stock in the Tender Offer, it intends to promptly make a demand for a cash-out of all shares of the Target Company Stock or demand that the Target Company hold an extraordinary shareholders' meeting, the proposed agenda of which includes a demand for implementation of a share consolidation, and it has been clarified that the cash to be delivered in such case as consideration will be calculated so that it will be equivalent to the Tender Offer Price multiplied by the number of shares of the Target Company Stock held by each shareholder. Thus, it has been found that attention has been paid to not give rise to coerciveness.

Based on the above, with respect to the Transaction and the Share Transfer, effective measures to ensure fairness have been adopted and operated, from the viewpoint of ensuring the same opportunities during the process of determining the transaction terms as those in transactions between independent parties, and ensuring that the general shareholders of the Target Company have had opportunities to make appropriate decisions based on sufficient information; accordingly, it has been found that the interests of shareholders of the Target Company have been fully considered through fair procedures.

  1. Fairness and appropriateness of the transaction terms of the Transaction and the Share Transfer (including when compared with the Oasis Proposals)
    First, regarding the negotiation of the Tender Offer Price, according to interviews with the Target Company, upon the request of the special committee based on deliberations and discussions thereat, and after negotiations with the Tender Offeror, the Target Company ultimately reached an agreement on the Tender Offer Price with the Tender Offeror after several price increases. Such a situation was also explained to the special committee in detail. Thus, the agreement on the Tender Offer Price is presumed to have been reached between the Target Company and the Tender Offeror as a result of negotiations based on objective and consistent discussions which correspond to those in transactions between independent parties. No

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circumstances were found which caused doubt about the transparency or fairness of the process leading to the agreement.

Next, regarding the business plan that was used as a basis for the share valuation report obtained by the Target Company, according to interviews with the Target Company, although the business plan was prepared after the possibility of the Transaction and the Share Transfer being implemented had been specifically recognized, it was created in order to be incorporated into the next mid-term management plan irrespective of the Transaction and the Share Transfer and was based on the best estimate when considering the business environment surrounding the Target Company and the feasibility of the future business plan. According to interviews with the Target Company, no fact was discovered that the business plan was created or revised upon the instruction of, or considering the intention of, the Tender Offeror or The Yomiuri Shimbun Holdings, nor were any circumstances causing doubt about its reasonableness discovered.

Then, regarding the GCA valuation report obtained by the Target Company, the market share price analysis and DCF analysis that are generally used in this type of transactions were adopted in such valuation report and the corporate value of the Target Company was evaluated on the assumption of the Target Company being a going concern. According to interviews with GCA, no unreasonable points were found regarding the method and basis of the calculation thereof, and the special committee determined that it would be possible to rely on such valuation report when considering the share value of the Target Company Stock. In such valuation report, it was determined that (i) the Tender Offer Price is above the maximum value of the per-share value of the Target Company Stock calculated under the market share price analysis, and (ii) is near in the maximum range of the per-share value of the Target Company Stock calculated under the DCF analysis. Further, the Tender Offer Price (1,300 yen per share) includes 44.93 to 62.09% premiums on the closing price for the Target Company Stock on the Tokyo Stock Exchange up to November 26, 2020 (the average of the closing price on that day, as well as the closing prices for the past one-month,three-month and six-month periods). According to interviews with GCA, premiums for tender offers conducted after the COVID-19 Pandemic are generally at a level of 40% to 50% against the closing prices of shares in the market for a certain period in the past, and, thus, in the Tender Offer, when compared with them, a price with a premium at a level comparable to other projects is considered to have been secured. In addition, while the tender offer price proposed by Oasis as of January 30, 2020 was 1,300 yen per share, given that such proposal was made before the COVID-19 Pandemic, and that synergy in the Transaction and the Share Transfer would be more specific and feasible compared with the proposal, the Tender Offer Price that is the same as that proposed price is considered to be at a reasonable level compared with the Oasis Proposals.

Also from the viewpoint of the method of, and consideration for, the acquisition, since the Target Company's shareholders will receive the consideration in cash, the Transaction is favorable because the consideration is easy to understand, and the stability and objectivity of the value are high. Further, it has been disclosed that in the demand for a cash-out or share consolidation after the tender offer, it is planned that shareholders of the Target Company will be able to receive the consideration equivalent to the Tender Offer Price. In addition, according to interviews with the Target Company, The Yomiuri Shimbun Holdings will, based on its relationship with the Target Company, where the Yomiuri Giants, its affiliate, is the largest client of the Target Company, and the background that the Tender Offeror has played a central role in the consideration of the Transaction, accept assignment of part of the shares owned by the Tender

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Offeror after the Tender Offeror makes the Target Company a wholly-owned subsidiary. This is not considered to be unreasonable.

Given the foregoing, the fairness and appropriateness of the transaction terms of the Transaction and the Share Transfer as a whole (including when compared with the Oasis Proposals) is determined to have been ensured.

    1. Whether it is appropriate for the Target Company's board of directors to express an opinion to support the Tender Offer and to recommend the Target Company's shareholders to tender in the
      Tender Offer
      Given that there seems to be no problem regarding (A) to (C) above, it has been determined to be appropriate for the Target Company's board of directors to express an opinion to support the
      Tender Offer and to recommend the Target Company's shareholders to tender in the Tender
      Offer;
    2. Whether the implementation of the Transaction and the Share Transfer (including the Target
      Company's board of directors expressing an opinion to support the Tender Offer and recommending the Target Company's shareholders to tender in the Tender Offer) is disadvantageous to the general shareholders of the Target Company
      Given that there seems to be no problem regarding (A) to (C) above, the implementation of the Transaction and the Share Transfer (including the Target Company's board of directors expressing an opinion to support the Tender Offer and recommending the Target Company's shareholders to tender in the Tender Offer) has been determined not to be disadvantageous to the general shareholders of the Target Company (including the minority shareholders in the procedure to make the Target Company wholly-owned subsidiary).
  1. Unanimous Approval of All Non-interested Directors of the Target Company and Unanimous Opinion of No Objection from Auditors
    According to the Target Company Press Release, the Target Company took into consideration details of the Target Company Valuation Report from GCA as a third-party valuation organization, and legal advice from Nishimura & Asahi, and carefully deliberated and considered various conditions of the Transaction, respecting the content of the Written Report obtained from the special committee to the utmost extent. As a result, as stated in "(iv) Process and Reasons for Decision-Making by the Target Company" of "a. Background to, purpose and decision-making process of the Tender Offer" of "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1. Purpose of Purchase, Etc." above, on November 27, 2020, the Target Company determined that accepting the Tender Offeror proposal, including the Transaction and the Share Transfer, contributes to the improvement of the Target Company's mid-to-long term corporate value, and that the Tender Offer provides to its shareholders an opportunity to sell the Target Company Stock at a price which includes a reasonable premium and various reasonable conditions, and ten directors of the Target Company participated in the deliberations and the vote, and they unanimously resolved that the Target Company's opinion would be to express an opinion to support the Tender Offer and recommend its shareholders to tender in the Tender Offer. Also, all four corporate auditors of the Target Company attended the board of directors meeting above, and they all stated an opinion that they have no objection to make the resolution above.

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As disclosed by the Target Company in the "Notice Concerning Shareholder's Demand to Call an Extraordinary General Meeting of Shareholders" dated October 19, 2020, of the Target Company's directors who attended the board of directors meeting above, Mr. Tsutomu Nagaoka, Mr. Tomofumi Akiyama, and Mr. Nobuhiro Mori are subject to a proposal for removal from their position of directors, in Proposed Agenda Nos. 1 thorough 3 for the extraordinary shareholders' meeting (the "Extraordinary Shareholders' Meeting") to be held on December 17, 2020 in response to the demand to call an extraordinary shareholders' meeting received on October 19, 2020 from Oasis Investments II Master Fund Ltd., the Target Company's shareholder. According to the Target Company, in light of the situation where the Target Company received the Oasis Proposals from Oasis, which operates Oasis Investments II Master Fund Ltd., as well as where the proposal for removal of the directors above have been made, the Target Company, as stated in "(v) Special committee established, and the special committee's written report obtained, by the Target Company" above, established the special committee by a resolution of the board of directors meeting held on November 10, 2020, taking into consideration that it is necessary to carefully consider whether to implement the Transaction, and the appropriateness and fairness of the transaction terms (including the structure), including when compared with the Oasis Proposals. According to the Target Company, it engaged in discussions/negotiations with the Tender Offeror, while providing timely reports to the special committee regarding the background and details of discussions/negotiations on the Transaction with the Tender Offeror , and obtaining opinions from the special committee; thus, the Target Company believes that the arbitrariness in the decision-making process of the Target Company in relation to the Transaction has been eliminated, and that the fairness, transparency, and objectivity of the decision- making process has been ensured. Therefore, the Target Company determined that, even in the situation where the Target Company received the Oasis Proposals from Oasis, which operates Oasis Investments II Master Fund Ltd., the above directors, with respect to whom the removal from their position of directors have been proposed in the Extraordinary Shareholder Meeting, have no interest which should be considered to harm the fairness of the procedures if not excluded from deliberations or vote of the Target Company's board of directors meeting in relation to the Transaction.

Also, of the Target Company's directors who attended the board of directors meeting stated above, Mr. Nobuhiro Mori was in the position of a director of the Tendering Shareholder in the past. However, he resigned from the office of the officer of the Tendering Shareholder (former corporate name: Mizuho Corporate Bank, Ltd.) in April 2004, and, thereafter, he does not concurrently hold a position in the Tendering Shareholder, nor is he in any position to receive instructions therefrom. Further, as stated above, the Target Company believes that the arbitrariness in the decision-making of the Target Company in relation to the Transaction has been eliminated, and that the fairness, transparency, and objectivity of the decision-making process has been ensured, through actions such as establishing the special committee and obtaining opinions therefrom. The Target Company thus determined that Mr. Nobuhiro Mori, who was in the position of a director of the Tendering Shareholder, has no interest which should be considered harmful to the fairness of the procedures if not excluded from deliberations or vote of the Target Company's board of directors meeting in relation to the Transaction.

  1. Measures to Ensure Opportunities for Purchase or Other Transactions From Parties Other Than the Tender Offeror
    As stated in "(a) Background to, purpose and decision-making process of the Tender Offer" and "(b) Management Policy After the Tender Offer" of "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1 Purpose of the Purchase" above, as measures to enhance its corporate value, the Target Company finally accepted the Tender Offeror Proposals, including the implementation of the Tender Offer, through comparison with and consideration of proposals made by business strategy partner candidates other than the Tender Offeror

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(including the Oasis Proposals), and after discussions/negotiations with the Tender Offeror and Yomiuri Shimbun Holdings. According to the Target Company, it thus believes that there were sufficient opportunities for purchase or other transactions of the Target Company Shares by parties other than the Tender Offeror.

  1. Measures to Ensure Opportunities For the Target Company's Shareholders to Make Decisions
    Appropriately Whether to Tender in the Tender Offer

As stated in "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" of "1. Purpose of Purchase, Etc." above, (i) promptly after the completion of settlement for the Tender Offer, in accordance with the number of shares to be acquired as a result of the successful completion of the Tender Offer, the Tender Offeror intends to (a) make the Demand for Cash-Out of all Target Company Stock (excluding treasury shares owned by the Target Company); or (b) request that the Target Company hold a Shareholder Meeting that includes in its agenda a proposal to partially amend the Articles of Incorporation to abolish the unit share clause, subject to the Share Consolidation being effective, and therefore, the Tender Offeror will not employ any method that does not ensure opportunities for the shareholders of the Target Company to make a demand to purchase shares or a request to decide price; and (ii) the Tender Offeror has clarified that, upon making the Demand for Cash-Out or the Share Consolidation, money to be delivered to shareholders of the Target Company as consideration is calculated to be equal to the price obtained by multiplying the Tender Offer Price by the number of shares of the Target Company Stock owned by each such shareholder (excluding the Tender Offeror and the Target Company); and therefore, the Tender Offeror ensures opportunities for shareholders of the Target Company to appropriately make decisions on whether to tender in the Tender Offer, thereby paying attention not to give rise to coerciveness.

In addition, while the shortest period of purchase concerning the tender offer as stipulated in the relevant laws or regulations is 20 business days, the Tender Offeror set the Tender Offer Period as 31 business days. By making the Tender Offer Period comparatively long, the Tender Offeror ensures opportunities for shareholders of the Target Company to make appropriate decisions whether to tender in the Tender Offer. Further, promptly after the completion of the Tender Offer, the Tender Offeror will engage in procedures to make the Target Company its wholly-owned subsidiary as stated above, and the Target Company will immediately engage in necessary procedures if it receives the above demand and request from the Tender Offeror. Accordingly, in the Transaction, if the Tender Offer is successfully completed, it is scheduled that the Tender Offeror will make the Target Company its wholly-owned subsidiary as promptly as possible; in this sense as well, attention is paid to eliminate coerciveness.

  1. Relationship with Calculation Institution

PwC, a financial advisor and a third-party caluation institution of the Tender Offeror, is not a related party to the Tender Offeror, The Yomiuri Shimbun Holdings, the Tendering Shareholder or the Target Company, and has no material interest in the Tender Offer.

  1. Number of Share Certificates, Etc. to be Purchased

Number of shares to be purchased

Minimum number of shares to be

Maximum number of shares to be

purchased

purchased

92,707,684 (shares)

61,805,100 (shares)

(shares)

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(Note 1) In the Tender Offer, the maximum number of shares to be purchased has not been set. The number of share certificates etc. to be purchased, as indicated in "Number of shares to be purchased," represents the number of shares calculated by deducting, from the number of issued shares as of July 31, 2020 (95,857,420 shares) as indicated in the Target Company Quarterly Report, the number of the treasury shares held by the Target Company as of the same date (3,149,736 shares).

(Note 2) If the total number of the Tendered Share Certificates, Etc. does not reach the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will not purchase any of the Tendered Share Certificates, Etc. If the total number of the Tendered Share Certificates, Etc. is not less than the minimum number of shares to be purchased, the Tender Offeror will purchase, etc all of the Tendered Share Certificates, Etc.

(Note 3) Shares constituting less than a unit (excluding those held by the Target Company) and cross- held shares (the Target Company Stocks held by Tokyo Cable Network, Inc., an equity method affiliate of the Target Company) will also be subject to the Tender Offer. The Target Company may purchase its own shares in accordance with procedures stipulated in the laws and regulations during the Tender Offer Period from any shareholders who exercise the right to require the Target Company to purchase shares constituting less than a unit under the Companies Act.

(Note 4) The Tender Offeror does not intend to acquire, through the Tender Offer, any treasury shares held by the Target Company.

  1. Change of Ownership Percentage of Share Certificates, Etc. Due to Purchase, Etc.

Number of Voting Rights

Represented by Share Certificates,

(Ownership Percentage of Share Certificates Etc. prior

Etc. Owned by Tender Offeror prior

0

to Purchase, Etc.: 0.00%)

to Purchase, Etc.

Number of Voting Rights

Represented by Share Certificates,

384

(Ownership Percentage of Share Certificates Etc. prior

Etc. Owned by Special Related

to Purchase, Etc.: 0.04%)

Parties prior to Purchase, Etc.

Number of Voting Rights

Represented by Share Certificates,

927,076

(Ownership Percentage of Share Certificates Etc. after

Etc. to be Owned by Tender Offeror

Purchase, Etc.: 100. 00%)

after Purchase, Etc.

Number of Voting Rights

Represented by Share Certificates,

0

(Ownership Percentage of Share Certificates Etc.

Etc. to be Owned by Special Related

after Purchase, Etc.: 0.00%)

Parties after Purchase, Etc.

Total Number of Voting Rights of All

Shareholders, Etc. of Target

924,464

Company

(Note 1) The "Number of Voting Rights Represented by Share Certificates, Etc. Owned by Special Related Parties prior to Purchase, Etc." is the total number of the voting rights represented by

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the share certificates, etc. held by each of the special related parties (excluding the special related parties who are excluded from the special related parties, pursuant to Article 3, Paragraph 2, Item 1 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, Etc. by Person Other Than Issuer (Ministry of Finance Ordinance No. 38 of 1990, as amended) (the "TOB Ordinance") in regards to the calculation of the ownership percentage of share certificates, etc. pursuant to each of the Items of Article 27-2, Paragraph 1 of the Act).

(Note 2) The "Number of Voting Rights Represented by Share Certificates, Etc. to be Purchased" is the number of voting rights with respect to the number of share certificates, etc. to be purchased in the Tender Offer.

(Note 3) The "Total Number of Voting Rights of All Shareholders, Etc. of the Target Company" represents the number of voting rights of all shareholders of the Target Company as of July 31, 2020, as described in the Target Company Quarterly Report (described on the basis that 1 unit is 100 shares). However, as shares constituting less than a unit and cross-held shares (the Target Company Stocks held by Tokyo Cable Network, Inc., an equity method affiliate of the Target Company) are also subject to the Tender Offer, in calculating the "Ownership Percentage of Share Certificates Etc. prior to Purchase, Etc." and "Ownership Percentage of Share Certificates, Etc. after Tender Offer, Etc.," "Total Number of Voting Rights of All Shareholders, Etc. of the Target Company (as of July 31, 2020)") is set to be 927,076 voting rights, represented by 92,707,684 shares, which is the remainder after subtracting the number of the treasury shares owned by the Target Company as of July 31, 2020 (3,149,736 shares) from the total number of issued shares as of the same date (95,857,420 shares) as disclosed in the Target Company Quarterly Report.

(Note 4) The "Ownership Percentage of Share Certificates Etc. prior to Purchase, Etc." and the "Ownership Percentage of Share Certificates Etc. prior to Purchase, Etc." are rounded to the second decimal places, with 0.005 being rounded up.

  1. Aggregate Tender Offer Price

120,519,989,200 yen

(Note) The "Aggregate Tender Offer Price" is calculated by multiplying the number of shares intended to be purchased (92,707,684 shares) by the Tender Offer Price (1,300 yen).

  1. Method of Settlement
  1. Name and Address of the Head Office of the Financial Instruments Business Operators / Banks in Charge of Settlement for Purchase, Etc.

Nomura Securities Co., Ltd.

1-13-1, Nihonbashi, Chuo-ku, Tokyo

  1. Settlement Commencement Date

January 25, 2021 (Monday)

  1. Method of Settlement

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A notice of purchase by way of the tender offer will be mailed to the address of each Tendering Shareholder (or the standing proxy in the case of foreign shareholders) promptly after the end of the Tender Offer Period.

Payment of the price for purchase, etc., will be made in cash. The Tendering Shareholders, Etc. are entitled to receive the purchase price for the shares under the tender offer promptly after the commencement date of settlement in a manner designated by the Tendering Shareholders, Etc., such as remittance (a remittance fee may be charged).

  1. Method of Returning Share Certificates, Etc.

    • If all of the shares are not purchased in accordance with the terms described in "(a) Conditions set forth in each Item of Article 27-13, Paragraph 4 of the Act and Details thereof" or "(b) Conditions of Withdrawal, Etc. of Tender Offer, Details thereof and Method of Disclosure of Withdrawal" of "(9) Other Conditions and Methods of Purchase, Etc.", the Tendered Share Certificates, Etc. that are required to be returned will be returned to the Tendering Shareholders, Etc. promptly after two (2) business days following the last day of the Tender Offer Period (the day of the withdrawal, etc. if the tender offer is withdrawn, etc.) by restoring the record of the shares in the Tendering Shareholders' Account to the state that existed immediately prior to the relevant tender (If the Tendering Shareholders, Etc. wish their share certificates, etc. to be transferred to their accounts established with other financial instruments business operators, they are asked to confirm with the head office or domestic branch office of the Tender Offer Agent at which the relevant tender was accepted.).
    • To prevent the spread of COVID-19, during the Tender Offer Period, special measures may be in place, such as a temporary suspension of over-the-counter business. For details, please contact the head office or a branch of the Tender Offer Agent. For information regarding affected offices, special measures, etc., please refer to the Tender Offer Agent's website (https://www.nomura.co.jp).
  1. Other Conditions and Methods of Purchase, Etc.
  1. Conditions set forth in each Item of Article 27-13, Paragraph 4 of the Act and Details thereof
    If the total number of the Tendered Share Certificates, Etc. does not reach the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will not purchase, etc. any of the Tendered Share Certificates, Etc. If the total number of the Tendered Share Certificates, Etc. is not less than the minimum number of shares to be purchased (61,805,100 shares), the Tender Offeror will purchase, etc. all of the Tendered Share Certificates, Etc.
  2. Conditions of Withdrawal, Etc. of Tender Offer, Details thereof and Method of Disclosure of Withdrawal
    The Tender Offer may be withdrawn upon the occurrence of any event listed in Article 14, Paragraph 1, Items 1.1 through 1.9 and Items 1.12 through 1.18, Items 3.1 through 3.8, Item 4, as well as Article 14,
    Paragraph 2, Items 3 through 6 of the Enforcement Order. The "matters equivalent to the matters listed in Items 1.1 through 1.9" in Article 14, Paragraph 1, Item 3.10 of the Enforcement Order means where it is found that there is a false statement regarding, or an omission of, a material matter to be stated, in the statutory disclosure documents which the Target Company submitted in the past, and where the Tender Offeror was not aware of the false statement or the omission and, despite using due care, the Tender Offeror was unable to be aware of the false statement or the omission. Where the Waiting Period does not expire by the day preceding the expiry date of the Tender Offer Period (including extensions thereof), where the

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Prior Notice of Cease and Desist Order has been made, and where the Tender Offeror receives a petition for urgent suspension order for an act allegedly in violation of the provision under Article 10, Paragraph 1 of the Anti-Monopoly Act, the Tender Offeror will be deemed to be unable to obtain the "Permission, Etc." set forth in Article 14, Paragraph 1, Item 4 of the Enforcement Order and therefore, the Tender Offeror may proceed with the Withdrawal, Etc. of the Tender Offer.

Should the Tender Offeror intend to withdraw the Tender Offer, it will give public notice thereof through electronic disclosure as well as in The Yomiuri Shimbun. However, if it is difficult to give such notice within the Tender Offer Period, the Tender Offeror will make an official announcement pursuant to Article 20 of the TOB Ordinance and give public notice promptly thereafter.

  1. Conditions of Reduction of Purchase Price, Details thereof and Method of Disclosure of Reduction

  2. Pursuant to Article 27-6, Paragraph 1, Item 1 of the Act, if the Target Company takes any action set forth in Article 13, Paragraph 1 of the Enforcement Order during the Tender Offer Period, the Tender Offeror may reduce the Tender Offer Price pursuant to standards set forth in Article 19, Paragraph 1, of the TOB Ordinance. Should the Tender Offeror intend to reduce the Tender Offer Price, it will give public notice thereof through electronic disclosure as well as in The Yomiuri Shimbun. However, if it is difficult to give such notice within the Tender Offer Period, the Tender Offeror will make an official announcement pursuant to Article 20 of the TOB Ordinance and give public notice promptly thereafter. If the Tender Offer Price is reduced, the Tender Offeror will purchase, etc. the Tendered Share Certificates, Etc. tendered on or prior to the public notice at the reduced Tender Offer Price.
  3. Matters Concerning Tendering Shareholders, Etc.' Right of Cancellation of Contract

    • Tendering Shareholders, Etc. may cancel a contract related to the Tender Offer at any time during the Tender Offer Period. In order to cancel the contract, Tendering Shareholders, Etc. must personally deliver or mail (by post) a written request for the cancellation of the contract related to the Tender Offer (the
      "Cancellation Documents") to the head office or a branch office in Japan of the entity designated below that received the application from such Tendering Shareholders, Etc., by 15:30 on the last day of the Tender Offer Period. If cancellation is made by postal mail, the cancellation will not be effective unless the Cancellation Documents are delivered by 15:30 on the last day of the Tender Offer Period.
      A contract executed via the online service may be canceled either via the online service (https://hometrade.nomura.co.jp/) or by personally delivering or mailing (by post) the Cancellation Documents. To cancel a contract via the online service, Tendering Shareholders, Etc. must complete the cancellation procedures in the manner prescribed on that website by 15:30 on the last day of the Tender Offer Period. Tendering Shareholders, Etc. may not cancel via the online service the contract executed at the office of the Tender Offer Agent they have an account with. To cancel a contract by personally delivering or mailing (by post) the Cancellation Documents, Tendering Shareholders, Etc. must request the form of the Cancellation Documents in advance from the office of the Tender Offer Agent they have an account with and then send the filled out form to such office by 15:30 on the last day of the Tender Offer Period. If cancellation is made by postal mail, the cancellation will not be effective unless the Cancellation Documents are delivered by 15:30 on the last day of the Tender Offer Period.
    • To prevent the spread of COVID-19, during the Tender Offer Period, special measures may be in place, such as a temporary suspension of over-the-counter business. For details, please contact the head office or a branch of the Tender Offer Agent. For information regarding affected offices, special measures, etc., please refer to the Tender Offer Agent's website (https://www.nomura.co.jp).

77

Entity authorized to receive the Cancellation Documents:

Nomura Securities Co., Ltd. 1-13-1, Nihonbashi, Chuo-ku, Tokyo (and branch offices of Nomura Securities Co. Ltd. located in Japan)

No compensation for damages or penalty payment will be demanded of any Tendering Shareholder by the Tender Offeror even if the Tendering Shareholder cancels a contract. The cost of returning the Tendered Share Certificates, Etc. will be borne by the Tender Offeror.

  1. Method of Disclosure if the Conditions or other Terms of the Tender Offer are Changed
    The Tender Offeror may change the conditions, etc. for the Tender Offer during the Tender Offer Period, except where it is prohibited pursuant to Article 27-6, Paragraph 1 of the Act and Article 13, Paragraph 2 of the Enforcement Order. Should any terms or conditions of the Tender Offer be changed, the Tender Offeror will give public notice thereof through electronic disclosure as well as in The Yomiuri Shimbun. However, if it is difficult to make such notice within the Tender Offer Period, the Tender Offeror will make an official announcement pursuant to Article 20 of the TOB Ordinance and give public notice promptly thereafter. Should any terms or conditions of the Tender Offer be changed, the purchase, etc. of the Tendered Share Certificates, Etc. tendered on or prior to the date of such public notice will also be made in accordance with the terms and conditions as changed.
  2. Method of Disclosure if Amended Statement is Submitted
    If the Tender Offeror submits an amendment to this Statement to the Director-General of the Kanto Local Finance Bureau (except in the case prescribed in the proviso of Article 27-8, Paragraph 11 of the Act), the Tender Offeror will promptly make an official announcement of the details of such amended statement to the extent relevant to the contents of the public notice of the start of the Tender Offer, pursuant to the method set forth in Article 20 of the TOB Ordinance. The Tender Offeror will also promptly amend the explanatory statement and provide the amended explanatory statement to the Tendering Shareholders, Etc. who have received the original explanatory statement. If the extent of the amendments is limited, however, the Tender Offeror will convey the changes to the Tendering Shareholders, Etc. by way of preparing and delivering to the Tendering Shareholders, Etc. a document stating the reason for the amendments, the matters amended and the details thereof.
  3. Method of Disclosure of Results of the Tender Offer
    The Tender Offeror will announce the results of the Tender Offer in accordance with methods stipulated in Article 9-4 of the Enforcement Order and Article 30-2 of the TOB Ordinance on the day following the last day of the Tender Offer Period.
  4. Date of Public Notice of Commencement of the Tender Offer November 30, 2020 (Monday)
  5. Tender Offer Agent
    Nomura Securities Co., Ltd. 1-13-1, Nihonbashi, Chuo-ku, Tokyo

78

3. Policy after the Tender Offer and Future Outlook

Please refer to "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer", "(3) Measures to Ensure the Fairness of the Tender Offer Such as Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest", "(4) Policy for Organizational Restructuring, Etc. After the Tender Offer (Matters Relating to So-called"Two-step Acquisition")" and "(5) Possibility of Delisting and Reasons Therefor" of "1. Purpose of Purchase, Etc. above"

4. Other

  1. Agreement between the Tebder Offeror and the Target Company or its Officers, and Details Thereof
  1. Expression Opinion in Support of the Tender Offer
    According to the Target Company, at the meeting of its board of directors held today, the Target Company resolved to express their opinion in support of the Tender Offer and to recommend that the Target Company's shareholders tender their shares in the Tender Offer. For details, please refer to "(vi) Unanimous Approval of All Non-interested Directors of the Target Company and Unanimous Opinion of
    No Objection from Auditors," of "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." above.
  2. Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer
    Please refer to "(2) Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer" of "1. Purpose of Purchase, Etc. above".
  3. Background to, Purpose and Decision-Making Process of the Tender Offer, and Management Policy After the Tender Offer
    Please refer to "Measures to Ensure the Fairness of the Tender Offer Price and to Avoid Conflicts of Interest, and Measures to Ensure the Fairness of the Tender Offer" under "(b) Background of Calculation" of "(4) Basis, Etc. of Calculation of Price for Purchase, Etc." of "2. Outline of Purchase, Etc." above".
  1. Other Information Deemed Necessary for Investors to Decide Whether to Tender their Shares to the Offer, Etc
  1. Announcement of the 3rd Quarterly Report for the 111th Fiscal Year
    According to the Targert Company, the Target Company plans to announce "3rd Quarterly Report for the 111th Fiscal Year" on December 10, 2020.
  2. Announcement of the "Notice of Revisions to the Forecast of Year-End Dividends for the Fiscal Year Ending January 2021 (No Dividend) and Abolition of the Shareholder Special Benefit Program"
    According to the Target Company, it has resolved, at the board of directors meeting held today, not to pay year-end dividends for the fiscal year ending January 2021, and also resolved to abolish the shareholder special benefit program from the Fiscal Year ending January 2021. For details, please refer to "Notice of Revisions to the Forecast of Year-End Dividends for the Fiscal Year Ending January 2021 (No Dividend)

79

and Abolition of the Shareholder Special Benefit Program" announced by the Target Company on November 27, 2020.

  1. Announcement of the "Notice of Tendering in the Tender Offer and Recording of Extraordinary Profit (as
    Forecasted)"
    According to the Target Company, it has decided, at the board of directors meeting held today, that the Target Company and its wholly-owned consolidated subsidiary Olympia Kogyo Co., Ltd. ("Olympia") will tender all of the shares in YOMIURI LAND CO., LTD., owned by the Target Company and Olympia in the tender offer conducted by The Yomiuri Shimbun Holdings (the "Yomiuri Land Tender Offer").
    Outlines of the announcement are as stated below. The outlines stated below are excerpts from the Target
    Company's announcement, and the Tender Offeror is neither in the position to independently verify, nor has it independently verified, the accuracy and truthfulness thereof. For details, please see the "Notice of Tendering in the Tender Offer and Recording of Extraordinary Profit (as Forecasted)" announced by the
    Target Company today.
  1. Number of Shares Owned to be Tendered in the Yomiuri Land Tender Offer

Number of shares owned before tendering in the Yomiuri

709,944 shares

Land Tender Offer

Number of shares to be tendered in the Yomiuri Land Tender

709,944 shares

Offer

Number of shares to be owned after tendering in the Yomiuri

0 share

Land Tender Offer

The above number of shares includes the shares in YOMIURI LAND CO., LTD., owned by Olympia (127,841 shares) as well.

  1. Purchase Price to be Adopted in the Yomiuri Land Tender Offer 6,050 yen per share
  2. Schedule of the Yomiuri Land Tender Offer
    November 9, 2020 Public notice of commencement of the tender offer December 21, 2020 End of the tender offer period
    December 28, 2020 Commencement date of settlement
  3. Recording of Extraordinary Profit (as Forecasted)
    According to the Target Company, if the Yomiuri Land Tender Offer is successfully completed and the Target Company and Olympia sell all of the shares in YOMIURI LAND CO., LTD., owned by the Target Company and Olympia in the Yomiuri Land Tender Offer, it is forecasted that the Target Company will record an extraordinary profit of 2,644 million yen as gains on sale of investment securities in its conolidated financial results for the fiscal year ending January 2021. According to the Target Company, it has not yet revised its year earnings forecast as of November 27, 2020 because it has not been confirmed whether the Yomiuri Land Tender Offer will successfully complete or not, but it intends to promptly make such announcement as necessary.
  1. Capital and Business Alliance Agreement

80

The Tender Offeror, The Yomiuri Shimbun Holdings and the Target Company executed a capital and business alliance agreement as of today. For the details, please refer to "(c) Capital and Business Alliance Agreement", "(6) Matters Concerning Material Agreements Related to the Tender Offer" of "1. Purpose of Purchase, Etc. above".

  1. Forecast in Case of the Successful Completion of Tender Offer
    The Tender Offeror will make the Target Company its subsidiary as of the end of Fiscal Year ending March 2021 as deemed acquisition date. Therefore, the Target Company's consolidated balance sheet will be taken into the Tender Offeror's balance sheet as of the end of Fiscal Year ending March 2021, and Traget Company's consolidated profit and loss statement will be taken into the Tender Offeror's profit and loss statement from the beginning of Fiscal Year ending March 2022.

End.

81

[Regulations on Solicitation]

This press release is intended to announce the Tender Offer to the public and has not been prepared for the purpose of soliciting an offer to sell shares. If shareholders wish to make an offer to sell their own shares, they should first read the Tender Offer Explanation Statement concerning the Tender Offer and make an offer to sell their shares at their own discretion. This press release shall neither be, nor constitute a part of, an offer to sell or purchase, or solicitation to sell or purchase, any securities, and neither this press release (or a part of this press release) nor its distribution shall be interpreted to constitute the basis of any agreement in relation to the Tender Offer, and this press release may not be relied upon at the time of entering into any such agreement.

[[U.S. Regulations]

The Tender Offer will be conducted in accordance with the procedures and information disclosure standards prescribed in the Financial Instruments and Exchange Act of Japan. However, these procedures and information disclosure standards are not necessarily the same as the procedures and information disclosure standards in the United States. In particular, Sections 13(e) and 14(d) of the U.S. Securities Exchange Act of 1934 (as amended) (the "Exchange Act"), and the rules promulgated thereunder do not apply to the Tender Offer, and the Tender Offer is not necessarily in compliance with the procedures and standards thereunder.

All financial information contained in this press release and documents referred to herein has been prepared based on Japanese accounting standards and such accounting standards may differ greatly from the accounting standards in the United States or other countries. In addition, it may be difficult to enforce any right or claim arising under U.S. federal securities laws because the Tender Offeror and the Target Company are incorporated outside the United States and some or all of their directors are non-U.S. residents. Shareholders may not be able to sue a company outside the United States and its directors in a non-U.S. court for violations of the U.S. securities laws. Furthermore, there is no guarantee that shareholders will be able to compel a company outside the United States or its subsidiaries and affiliates to subject themselves to the jurisdiction of a U.S. court.

Unless otherwise provided, all procedures for the Tender Offer shall be conducted entirely in the Japanese language. All or some of the documents relating to the Tender Offer may be prepared in the English language. However, should there be any inconsistency between the English-language documentation and the Japanese-language documentation, the Japanese-language documentation will prevail.

The Tender Offeror, the respective financial advisors to the Tender Offeror and the Target Company, and the Tender Offer Agent (in each case including their respective affiliates) may, within their ordinary course of business and to the extent permitted under the related Japanese financial instruments and exchange laws and any other applicable laws and regulations and in accordance with the requirements of Rule 14e-5(b) under the Exchange Act, purchase or take actions to purchase shares of the Target Company for their own account or for their customers' accounts by means other than pursuant to the Tender Offer, either prior to the commencement of the Tender Offer, or during the period for purchasing and engaging in other related activities in the Tender Offer. If any information concerning such purchase is disclosed in Japan, English disclosure of such information will also be made in English on the website of the Tender Offeror (or through other means of disclosure).

If a right to demand purchase of shares constituting less than a unit is exercised by a shareholder in accordance with the Companies Act (Law No. 86 of 2005, as amended), the Target Company may purchase the shares in the Target Company during the Tender Offer Period in accordance with the procedures under applicable laws and regulations.]

[Forward-Looking Statements]

This press release states outlook of business management in case where the Tender Offeror acquires the shares of TOKYO DOME CORPORATION based on a point of view of the Tender Offeror's management. However, actual results may differ greatly from these forecasts due to many factors.

This press release, including the information concerning the future business of the Tender Offeror, other companies, etc., may include the forward-looking expression such as "look for," "expect," "aim at," "schedule," "convinced of," and "anticipate." These expressions are based on the outlook for the business of the Tender Offeror at this point, and may change depending on the situation going forward. In respect of the information, the Tender Offeror undertakes no obligation to change forward-looking expressions to current state in order to reflect the actual performance, various circumstances, change of conditions, etc.

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 Exchange Act. Due to any known or unknown risks, uncertainties, or any other factors, actual results could substantially differ from the projections, etc. as expressly or implicitly indicated in any "forward-looking statements." Neither the Tender Offeror nor any of its affiliated companies gives any assurance that such projections, etc. expressly or implicitly indicated in any "forward-looking statements" will ultimately be correct. The "forward-looking statements" in this press release have been prepared based on the information held by the Tender Offeror as of the date of this press release, and unless otherwise required by applicable laws and regulations, neither the Tender Offeror nor any of its affiliated companies is obliged to update or modify such statements in order to reflect any future events or circumstances.

82

[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. This press release does not constitute any solicitation of an offer to sell or offer to purchase shares in relation to the Tender Offer, and shall be considered as a mere distribution of informative materials.

83

Disclaimer

Mitsui Fudosan Co. Ltd. published this content on 27 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2020 09:40:04 UTC


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Financials
Sales 2021 1 922 B 18 417 M 18 417 M
Net income 2021 125 B 1 200 M 1 200 M
Net Debt 2021 3 484 B 33 376 M 33 376 M
P/E ratio 2021 16,3x
Yield 2021 2,06%
Capitalization 2 030 B 19 507 M 19 451 M
EV / Sales 2021 2,87x
EV / Sales 2022 2,78x
Nbr of Employees 20 864
Free-Float 93,2%
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Mean consensus BUY
Number of Analysts 19
Average target price 2 567,89 JPY
Last Close Price 2 110,00 JPY
Spread / Highest target 75,4%
Spread / Average Target 21,7%
Spread / Lowest Target -5,21%
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Managers and Directors
NameTitle
Masanobu Komoda President & Representative Director
Hiromichi Iwasa Chairman
Yoshikazu Kitahara Representative Director & Executive Vice President
Yasuo Onozawa Director & Executive Vice President
Takashi Yamamoto Director & Senior Managing Executive Officer