[Translation] November 22, 2011 To whom it may concern: Company Name: Osaka Securities Exchange Co., Ltd. Name of Representative: Michio Yoneda, President & CEO (Code No.: 8697, JASDAQ, Standard) Inquiries: BUSINESS DEVELOPMENT Group Office of Public Affairs (Tel.: 06-4706-0800)

Company Name: Tokyo Stock Exchange Group, Inc. Name of Representative: Atsushi Saito, President & CEO Inquiries: Corporate Strategy Department (Media Relations) (Tel.: 03-3666-1361)

Agreement regarding Business Combination between Osaka Securities Exchange Co., Ltd. and Tokyo Stock Exchange Group, Inc.

Osaka Securities Exchange Co., Ltd. (the “OSE”) and Tokyo Stock Exchange Group, Inc. (the “TSEG”) (collectively, the “Companies”) hereby announce that they have agreed to conduct a business combination (the “Business Combination”) and entered into a Business Combination Agreement (the “Agreement”), pursuant to the resolutions adopted at the Companies’ respective Boards of Directors meetings held today, as detailed below.

1. Background and Objectives of the Business Combination

The OSE is a stock company-type financial instruments exchange and a financial instruments clearing organization under the Financial Instruments and Exchange Act (the “FIEA”) and its core business includes the establishment and operation of a financial instruments exchange market and financial instruments obligation assumption service. In the financial instruments exchange market established by the OSE, derivative transactions such as stock index futures/options trading are conducted, as well as trading of securities such as issues listed on the First and Second Sections, JASDAQ, and ETFs (beneficiary certificates for exchange traded funds). Among them, Nikkei 225 Futures, Nikkei 225 mini, and Nikkei 225 Options represent Japan’s derivatives products, and the OSE’s business operations pertaining to these products, as core products and other derivative transactions, are the main sources of the OSE’s competitiveness.

On the other hand, the TSEG is a financial instruments exchange holding company under the FIEA which has five consolidated subsidiaries, including the Tokyo Stock Exchange, Inc. (the “TSE”), the Tokyo Stock Exchange Regulation, and the Japan Securities Clearing Corporation, and four affiliates accounted for by the equity method, and its core business includes the establishment and operation of a - 2 - financial instruments exchange market. The financial instruments exchange market established by the TSE can be roughly divided into two types: the cash equities market and the derivatives market. Traded in the former market are valuable securities such as share certificates, ETFs, and REITs, and traded in the latter market are index futures, mainly TOPIX futures, and JGB futures, as well as options. In these markets, a wide variety of exchange business operations are conducted, ranging from listing, trading, and clearing/settlement to provision of an information service. The aggregate market capitalization of the companies listed in the cash equities market ranks third among all of the exchanges in the world; the market size is the largest in Asia (as of September 30, 2011); and the trading value of the shares traded in these markets ranks fourth in the world, accounting for approximately 90% of the trading value of the shares listed in Japan (January to December, 2010). These data show that the TSE is a leading exchange in the world, and shows its status as the central market in the Japanese securities market.

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

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

In light of this environment, domestic mergers and cross-border mergers between exchanges have been gathering momentum overseas. For a Japanese stock exchange to survive such global competition as a player, it must establish a highly liquid and efficient market and enhance the convenience of investors and companies through strengthening its competitiveness by such means as expanding its scale, diversifying the financial instruments in which it deals, and reducing costs.

Under the shared awareness of critical developments in the external environment, the Companies have been discussing measures to strengthen competitiveness and other matters. As a result, the Companies have reached a common recognition that significant synergies should be created by combining the business of the Companies, which have different areas of specialty, i.e., in the derivatives market and the cash equities market, and can complement each other, and by moving forward with system integration and any other matters. Further, the Companies decided that the improvement of their presence as an international financial center through the Business Combination should generate substantial benefits to market participants and other market users, such as improved convenience, and should also contribute to the enhanced competitiveness of all the financial and capital markets of Japan, which would be a step towards the revitalization of the Japanese economy. Based on the above, the Companies have agreed to conduct a business combination.

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2. Summary of the Business Combination

(1) Manner of the Business Combination

The Companies shall conduct the Business Combination in the spirit of equality. In the Business Combination, subject to the acquisition of licenses and approvals, etc. of the regulatory authorities and others, the TSEG will conduct a tender offer (the “Tender Offer”) for the OSE’s common shares, and convert the OSE into its subsidiary. Thereafter, an absorption-type merger will occur whereby the OSE will be the surviving company and the TSEG will be the absorbed company (the “Merger”, and the OSE after the Merger shall be the “Combined Holding Company”). The Business Combination will use the holding company system and, pending approval at the shareholders’ meetings of the Companies, a company split will occur within the Companies’ group (the “Companies’ Company Split”) so that there will be a smooth transfer into the Combined Holding Company after the Merger.

Specific procedures of the Business Combination shall be as follows.

(i) Subject to confirmation such as that the Fair Trade Commission of Japan will not issue cease and desist orders in connection with the procedures and responses under the Anti-Monopoly Act (the “AMA”) regarding the Business Combination, and subject to the acquisition of the licenses and approvals, etc. of other regulatory authorities and others, on a date to be agreed by the Companies, pursuant to the provisions of the FIEA, the TSEG shall conduct the Tender Offer for the OSE’s common shares.

(ii) In the event the Tender Offer commences, subject to confirmation such as that the Fair Trade Commission of Japan will not issue cease and desist orders in connection with the procedures and responses under the AMA regarding the Business Combination, and subject to the acquisition of the licenses and approvals, etc. of other regulatory authorities and others, the OSE shall express its opinion in favor of the Tender Offer.

(iii) After the Tender Offer has been effected, the Companies shall execute the merger agreement (the “Merger Agreement”) regarding the Merger.

(iv) After the execution of the Merger Agreement, the OSE shall newly incorporate the OSE’s wholly-owned subsidiary (the “OSE M”) to be the successor company in the absorption-type split whereby the OSE will be the split company, and shall execute an absorption-type split agreement (the “OSE Absorption-Type Split Agreement”) with the OSE M.

(v) After the execution of the Merger Agreement, the TSEG shall execute an absorption-type split agreement with the TSE whereby the TSEG will be the split company and the TSE will be the successor company (the “TSEG Absorption-Type Split Agreement”).

(vi) After the execution of the Merger Agreement, the OSE Absorption-Type Split Agreement and the TSEG Absorption-Type Split Agreement, the Companies shall each convene their respective shareholders’ meetings without delay and submit proposals for approval of the Merger Agreement, the OSE Absorption- Type Split Agreement and the TSEG Absorption-Type Split Agreement (and with respect to the OSE, a proposal to change the articles of incorporation with details as set forth in the Merger Agreement and a proposal to appoint - 4 -

the director(s) and the accounting auditor(s) of the OSE as set forth in the Merger Agreement) and proposals on other matters agreed by the Companies as required for the Business Combination, and shall seek approval at the shareholders’ meeting (the shareholders’ meeting of the OSE shall be hereinafter referred to as the “OSE Approval Shareholders’ Meeting” and the shareholders’ meeting of the TSEG shall be hereinafter referred to as the “TSE Approval Shareholders’ Meeting”).

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

(2) Schedule of the Business Combination

The Tender Offer, which will be the first stage of the Business Combination, is subject to the execution of procedures under the AMA with respect to the Business Combination, and confirmation such as that the Fair Trade Commission of Japan will not issue cease and desist orders. The procedures under the AMA are expected to be (i) the filing and acceptance of a notification by the TSEG to the Fair Trade Commission of Japan, (ii) a first examination within thirty (30) days of the notification being accepted, (iii) termination of the first examination and a request for a report, etc. (commencement of the second examination), and (iv) acceptance of the report, etc. by the Fair Trade Commission of Japan. Confirmation that no cease and desist orders will be issued will be deemed to occur when the Fair Trade Commission issues a notification that no cease and desist orders will be issued by the later of either 120 days after the notification in (i) is accepted or 90 days after the additional report in (iv) is accepted. Regarding the Business Combination, pursuant to the provisions of the Act on Special Measures concerning Industrial Revitalization and Innovation of Industrial Activities, the Companies plan to submit to the Prime Minister the “Restructuring Plan” and apply for approval of the plan. For the Prime Minister to approve the plan, pursuant to the provisions of the above Act, the Prime Minister shall have prior mutual consultations with the Fair Trade Commission of Japan.

As it is not presently known exactly how long will be required for the procedures and responses, the specific schedule will be announced as it becomes clearer.

Directors’ Meeting Approving a Business Combination November 22, 2011 Agreement (the Companies) Execution of a Business Combination Agreement (the November 22, 2011 Companies) Commencement of the Tender Offer (the TSEG) Expression of an opinion approving the Tender Offer (the OSE) Termination of the Tender Offer (the TSEG) Directors’ Meeting Approving the Merger Agreement and the To be Determined Execution of the Merger Agreement (the Companies) Incorporation of the OSE M (the OSE) Directors’ Meeting approving the OSE Absorption-Type Split Agreement and the execution of the OSE Absorption-Type - 5 -

Split Agreement Directors’ Meeting approving the TSEG Absorption-Type Split Agreement and the execution of the TSEG Absorption- Type Split Agreement OSE Approval Shareholders’ Meeting TSE Approval Shareholders’ Meeting Effective Date of the OSE Absorption-Type Split Effective Date of the TSEG Absorption-Type Split Effective Date of the Merger (the Companies) January 1, 2013 (current schedule)

(3) The Tender Offer

(i) Purchase Price for the Tender Offer

The Companies agreed to set a purchase price of 480,000 yen (the “Tender Offer Price) per share for the OSE’s common shares in the event the Tender Offer commences.

(ii) Number of Shares to be Purchased in the Tender Offer

In the Tender Offer, the TSEG will set the number of shares required to hold the majority of the OSE voting rights as the minimum number of shares to be purchased. If the aggregate of the shares tendered does not reach such minimum number of shares to be purchased (135,001 shares), no shares will be purchased. Where the aggregate of the tendered shares exceeds the upper limit of shares to be purchased (179,999 shares), all or a certain portion exceeding such number shall not be purchased. In such event, delivery and settlement of the purchased share certificates, etc. shall be conducted on a pro rata basis as set forth in Article 27-13, paragraph 5 of the FIEA and Article 32 of the Cabinet Office Ordinance on the Disclosure Required for Tender Offer for Share Certificates, etc. by Persons Other Than the Issuer.

(iii) Expression of the Opinion for Approval

The Companies have agreed that the OSE will express its opinion in favor of the Tender Offer in the event the Tender Offer commences.

(iv) Other

Other details of the Tender Offer shall be announced as they are determined.

(4) The Companies’ Company Split

(i) The OSE Absorption-Type Split

(a) Manner of the OSE Absorption-Type Split

The OSE Absorption-Type Split shall be conducted as an absorption-type split whereby the OSE will be the split company and the OSE M, which is a subsidiary to be incorporated by a 100% contribution by the OSE, will be the successor company.

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(b) Other

A summary of the OSE M, which is the successor company, and other details of the OSE Absorption-Type Split shall be announced as they are determined.

(ii) The TSEG Absorption-Type Split

(a) Manner of the TSEG Absorption-Type Split

The TSE Absorption-Type Split shall be conducted as an absorption-type split whereby the TSEG will be the split company and the TSE, which is a wholly-owned subsidiary of the TSEG, will be the successor company.

(b) Summary of the Party Companies of the TSEG Absorption-Type Split

For a summary of the TSEG, which is the split company, please see “4. Summary of the Party Companies of the Merger” below.

A summary of the TSE, which is the successor company, is as follows:

(1) Trade Name Tokyo Stock Exchange, Inc. (2) Details of the Business Establishment and operation, etc. of a financial instruments exchange market (3) Date of Incorporation April 1, 1949 (4) Location of Head Office Chuo-ku, Tokyo (5) Title and Name of the Representative Atsushi Saito, President and CEO (6) Amount of Capital 11.5 billion yen (7) Number of Issued Shares 2,300,000 shares (8) Last Day of the Fiscal Year March 31 (9) Major Shareholder and the Tokyo Stock Exchange Group, Inc., Shareholding Ratio 100% (10) Relationship with the Split Company, Capital Split company holds etc. Relationship 100% of the issued shares of the successor company. Personnel The directorships of Relationship the successor company are concurrently held by the directors and executive officers of the split company. Business The split company Relationship operates and manages the successor company. The split company also leases equipment from the successor company. (11) Performance for the Immediately (Unit: million yen) Preceding Business Year - 7 -

Business Year ending March 2011 (unconsolidated) Operating Revenue 52,511 Operating Income 10,741 Ordinary Income 11,359 Net Income for the Current Year 6,696 Net Income for the Current Year per Share 2,911.42 (yen) Dividends per Share (yen) - Net Assets per Share (yen) 40,669.81

(c) Other

Other details of the TSEG Absorption-Type Split shall be announced as they are determined.

(5) The Merger

(i) Manner of the Merger

The Merger shall be conducted as an absorption-type merger whereby the OSE will be the surviving company and the TSEG will be the absorbed company, and the TSEG shall be dissolved as of the effective date of the Merger.

(ii) Details of the Allotment regarding the Merger

Company Name OSE TSEG Details of the Allotment 1 0.2019 regarding the Merger Number of New Shares to Common shares: 459,068 shares be Issued in the Merger

(Note) For each share issued by the TSEG, 0.2019 shares of the OSE will be delivered by allotment. However, regarding the 26,260 treasury shares of the TSEG, no share of the OSE will be delivered by allotment through the Merger.

(iii) Other

Other details of the Merger shall be announced as they are determined.

3. Basis for Financial Analyses of the Tender Offer Price and the Details of the Allotment under the Merger

(1) Basis for Financial Analyses

In order to support their respective efforts to ensure the fairness of the Tender Offer Price and the merger ratio for the Merger (the “Merger Ratio”), the Companies requested their respective independent financial advisors to conduct financial analyses of the Tender Offer Price and the Merger Ratio. The OSE appointed Goldman Sachs Japan Co., Ltd. (“Goldman Sachs”), SMBC Nikko Securities Inc. (“SMBC Nikko”), and Moelis & Company UK LLP (“Moelis”); whereas the TSEG appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ - 8 -

Morgan Stanley”), Nomura Securities Co., Ltd. (“Nomura Securities”), and Daiwa Securities Capital Markets Co. Ltd. (“Daiwa Securities CM”).

For an overview of the financial analyses of the Tender Offer Price and the Merger Ratio conducted by the above financial advisors, please refer to Exhibit 1 “Overview of Financial Analyses regarding Tender Offer Price and Merger Ratio.”

It should be noted that the financial projections of TSEG, which the financial advisors of TSEG used as the basis of financial analyses in connection with the Discounted Cash Flow (the “DCF”) method/analysis, include fiscal years with significant increases in profit compared to the fiscal year immediately preceding such fiscal years. These increases reflect mainly the changes of the economic environment, enhancement of market infrastructure, and expansion of the variety of products, together with TSEG’s continuous effort for cost reduction and so forth.

(2) Determination Process

After numerous careful discussions and negotiations between the Companies, the Companies reached the conclusion that both the Tender Offer Price and the Merger Ratio are appropriate, and entered into the Agreement, pursuant to the resolutions adopted at the Companies’ respective Boards of Directors meetings held today. During the course of the above process, the Companies referred to the financial analyses of the Tender Offer Price and the Merger Ratio submitted by the financial advisors of each respective Company, examined the results of the due diligence conducted by each party on the other party and comprehensively considered factors of each of the Companies respectively including the financial and business situation, the status of assets, and future prospects.

(3) Relationship with the Financial Advisors Who Conducted Financial Analysis of the Tender Offer Price and the Merger Ratio

None of the OSE’s financial advisors, Goldman Sachs, SMBC Nikko, and Moelis, or the TSEG’s financial advisors, Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, are related parties of the OSE or the TSEG, and none of the above have any material interest to be stated in relation to the Tender Offer or the Merger.

(4) Likelihood of and Reasons for Delisting

(i) Tender Offer

In relation to the Tender Offer, there is no plan that the OSE’s common shares listed on the Osaka Securities Exchange, JASDAQ (Standard section) will be delisted.

(ii) Merger

In relation to the Merger, there is a possibility that the OSE’s common shares will be designated as an issue in a grace period for ceasing to be a substantial surviving company due to a merger, etc., in accordance with the criteria for delisting of the Osaka Securities Exchange, JASDAQ (Standard section).

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

(5) Measures to Ensure Fairness

(i) Receiving Reports on the Results of Financial Analyses of the Tender Offer Price and the Merger Ratio, and Obtaining Fairness Opinions regarding the Tender Offer Price and the Merger Ratio, from Independent Financial Advisors

In examining the Business Combination, in order to support their respective efforts to ensure the fairness of the Tender Offer Price and the Merger Ratio, the OSE and the TSEG requested their respective independent financial advisors to conduct a financial analysis of the Tender Offer Price and the Merger Ratio, and have received reports on their financial analysis results.

Further, the OSE has obtained fairness opinions regarding the Tender Offer Price and the Merger Ratio from each of Goldman Sachs, SMBC Nikko, and Moelis, the details of which are specified in the Exhibit 2 “Supplemental Explanation regarding the Fairness Opinions of the OSE’s Financial Advisors” attached hereto.

In addition, the TSEG received written opinions (fairness opinions) dated November 21, 2011, from each of Mitsubishi UFJ Morgan Stanley, Nomura Securities, and Daiwa Securities CM, that, as of the date of the respective opinions, the Tender Offer Price pursuant to the Agreement is fair from a financial point of view to TSEG and that the Merger Ratio pursuant to the Agreement is fair from a financial point of view to the shareholders of TSEG’s common shares, based upon and subject to certain conditions, including the assumptions described in Exhibit 1.

(ii) Retention of Additional Independent Financial Advisors and Advice from Legal Advisors

In order to receive advice upon examination of the Business Combination and other assistance in realizing the Business Combination, the OSE retained Merrill Lynch Japan Securities Co., Ltd. and Mizuho Securities Co., Ltd., and the TSEG retained JPMorgan Securities Japan Co., Ltd., respectively as their financial advisors independent of them, in addition to their respective principal independent financial advisors who they retained and requested financial analyses of the Tender Offer Price and the Merger Ratio as described in (1) above.

Further, in order to ensure that the decision-making process toward the Business Combination would be transparent and reasonable, the OSE appointed Nishimura & Asahi, TMI Associates, and Sullivan & Cromwell LLP, and the TSEG appointed Nagashima Ohno & Tsunematsu and Davis Polk & Wardwell LLP, as their respective legal advisors, who have been providing the Companies with advice on various procedures and measures for the Business Combination from a legal perspective.

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(6) Measures to Avoid Conflicts of Interest

As there is no person who concurrently holds a position as an officer or employee of both of the Companies, and accordingly no special conflicts of interest will arise between the Companies in the Tender Offer or the Merger, there have been no special measures to avoid conflict of interest implemented by the Companies.

4. Summary of the Party Companies of the Merger

(as of March 31, 2011) (1) Trade Osaka Securities Exchange Co., Tokyo Stock Exchange Group, Name Ltd. Inc. Establishment and operation of Management of a stock company- financial instruments exchange type financial instruments (2) Details of market and financial exchange and a self-regulatory the Business instruments obligation corporation and other business assumption services (3) Date of April 1, 1949 August 1, 2007 Incorporation (4) Location of Chuo-ku, Osaka Chuo-ku, Tokyo Head Office (5) Title and Michio Yoneda, President and Atsushi Saito, President and CEO Name of the CEO Representative (6) Amount of 4,723,260,000 yen 11,500,000,000 yen Capital (7) Number of 270,000 shares 2,300,000 shares Issued Shares 52,858 million yen 124,782 million yen (8) Net Assets (unconsolidated) (consolidated) (9) Total 670,811 million yen 514,405 million yen Assets (unconsolidated) (consolidated) (10) Last Day March 31 March 31 of the Fiscal Year (11) Number 337 persons (unconsolidated) 854 persons (consolidated) of Employees Newedge Japan Inc. Nomura Securities Co., Ltd. (12) Major ABN AMRO Clearing Tokyo Co., Barclays Capital Japan Limited Business Ltd. SBI Securities, Co., Ltd. Connections UBS Securities Japan Ltd. and others and others STATE STREET BANK AND Morgan Stanley MUFG Securities TRUST COMPANY: 8.51% Co., Ltd.: 4.35% THE CHASE MANHATTAN BANK, SMBC Friend Securities Co., Ltd.: (13) Major N.A. LONDON SECS LENDING 2.61% Shareholder OMNIBUS ACCOUNT: 7.46% Goldman Sachs Japan Co., Ltd.: and the NORTHERN TRUST GLOBAL 2.61% Shareholding SERVICES LTD RE NORWEGIAN Mitsubishi UFJ Morgan Stanley Ratio CLIENTS ACCOUNT: 4.52% Securities Co., Ltd.: 2.39% STATE STREET BANK AND Retela Crea Securities Co., Ltd.: TRUST COMPANY: 2.32% 1.78% Japan Trustee Services Bank, - 11 -

Ltd. (Trust Account): 2.13% The Bank of Tokyo-Mitsubishi The Bank of Tokyo-Mitsubishi (14) Main UFJ, Ltd. UFJ, Ltd. Banks The Senshu Ikeda Bank, Ltd. Mizuho Corporate Bank, Ltd. Capital Relationship Not applicable One director of the OSE concurrently serves as a director Personnel Relationship of Japan Securities Clearing Corporation, which is a (15) subsidiary of the TSEG. Relationship The OSE designated the Japan with the Party Securities Clearing Corporation, Companies, which is TSEG’s subsidiary, as etc. Business Relationship the clearing organization for the transactions of actual shares, etc., conducted on the OSE market. Applicability to the Related Not applicable Parties (16) Performance for the last three years (Unit: million yen) Year ended Year ended Year ended Year ended Year ended Year ended March 2009 March 2010 March 2011 March 2009 March 2010 March 2011 (consolidated) (consolidated) (un- (consolidated) (consolidated) (consolidated) consolidated) Operating 20,051 23,021 22,984 67,090 60,665 57,097 Revenue Operating 7,734 7,724 7,582 14,174 14,824 13,596 Income Ordinary 9,444 9,160 8,453 16,259 17,425 15,302 Income Net Income for the Current 6,372 6,298 9,156 -3,696 -3,602 8,879 Year Net Income for the Current 23,603.30 23,326.39 33,911.49 -1,625.65 -1,584.27 3,905.07 Year per Share (yen) Dividend per 8,500 9,000 10,500 300 300 1,200 Share (yen) Net Assets per 163,971.39 179,368.39 195,773.01 49,113.92 50,085.81 53,606.95 Share (yen)

5. Status after the Business Combination

(1) Summary of the Combined Holding Company (Schedule)

(1) Trade Name Japan Exchange Group, Inc. (tentative name) (2) Details of the Business Management of a Stock Company-Type Financial Instruments Exchange (3) Location of the Head Office Chuo-ku, Tokyo (4) Type Company with Committees (5) Last day of the Fiscal Year March 31

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

(2) Summary of the Reorganization after the Business Combination

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

6. Effects Expected from the Business Combination

(1) Synergies in terms of Profits

. Increase in trading participation fees arising out of increase in trading volume due to the enhancement of user convenience and strengthened sales

. Increase in listing-related income due to increase in the number of IPOs in and outside of Japan because of conversion to an attractive exchange

. Expansion of demand for information provision services due to diversification of provided information

(2) Synergies in terms of Costs

. Reduction in the costs for development and operation of systems due to system integration

. It is expected that cost synergies of about 7 billion yen per year will be realized in relation to the systems (after the system integration)

(3) Other Effects

. Enhancement of investment efficiency for investors as a result of the integration of derivative clearing functions

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. Further enhancement of product and system planning and services leveraged by concentration of know-how and utilization of personnel due to organization integration

7. Preparatory Framework for Combination

In order to realize the Business Combination as smoothly and promptly as possible, the Companies will set up a Combination Preparatory Committee that is co-chaired by the Presidents of the Companies.

8. Future Prospects

At present, the OSE does not plan to modify its projected business results announced on October 25, 2011. However, if there is a need to modify the projected business results or any matter that should be announced occurs in the future, the OSE will promptly disclose them.

The TSEG is an unlisted company, and does not announce any projected business results.

9. Other Matters Necessary for Investors to Appropriately Understand and Evaluate the Corporate Information

The Agreement shall be terminated if any of the following events occur: (i) the Tender Offer is not commenced by the later of either December 31, 2012 or a different date to be agreed upon between the Companies; (ii) the Tender Offer is not effected; (iii) the Tender Offer is effected, but (a) any of (1) the proposal to approve the Merger Agreement, (2) the proposal to approve the OSE Absorption-Type Split Agreement, (3) the proposal to change the articles of incorporation with details set forth in the Merger Agreement, (4) the proposal to appoint Directors and Accounting Auditors of the OSE as stipulated in the Merger Agreement, or (5) the proposal regarding matters necessary for the Business Combination to be agreed upon by the Companies is rejected at the OSE Approval Shareholder Meeting, or (b) any of (1) the proposal to approve the Merger Agreement, (2) the proposal to approve the TSEG Absorption-Type Split Agreement, or (3) the proposal regarding matters necessary for the Business Combination to be agreed upon by the Companies is rejected at the TSE Approval Shareholder Meeting; or (iv) the Business Combination is not consummated by the later of either June 30, 2013 or a different date to be agreed upon between the Companies.

Even if the Agreement is terminated due to events (iii) or (iv) above, it is provided in the Agreement that (i) the Companies shall continue to consult and make efforts to promptly realize the Business Combination or a business alliance to be agreed upon between the Companies; (ii) unless otherwise agreed upon between the Companies in writing, the TSEG shall not exercise its shareholder proposal right contrary to the purpose of the Business Combination at any OSE shareholders’ meeting, and shall exercise all of its voting rights of the OSE shares it owns to approve a proposal to appoint Directors, a proposal to appoint Statutory Auditors, and a proposal to distribute surplus (however, if any of these proposals are contrary to the purpose of the Business Combination, the Companies shall consult with each other in advance), and other proposals not contrary to the purpose of the Business Combination that the Board of Directors of the OSE will submit to its shareholders’ meetings (except where it is reasonably obvious that abiding by this provision will result in a breach of the duty of care of a good manager by the TSEG’s Directors); - 14 -

(iii) in order to realize a governance structure for the Combined Holding Company agreed upon in the Agreement, the TSEG shall submit a proposal to approve an agreement for the Business Combination with necessary modifications upon mutual consultation between the Companies (however, the Companies shall not unreasonably withhold or reject such modifications) to the TSEG’s shareholders’ meeting (including not only ordinary shareholders’ meetings but also extraordinary shareholders’ meetings; the same shall apply hereinafter) to be held each time after the execution of such agreement; (iv) the TSEG shall hold an extraordinary shareholders’ meeting promptly after the termination of the Agreement, submit a proposal to appoint Directors under which the President & CEO of the OSE shall be a candidate for Director of the TSEG for their approval (however, where it is possible to submit the proposal to appoint Directors in an ordinary shareholders’ meeting to be held promptly after the termination of the Agreement, the TSEG shall submit such proposal to the ordinary shareholders’ meeting, instead of the extraordinary shareholders’ meeting, for their approval), and if the proposal to appoint Directors is rejected at the shareholders’ meeting, the TSEG shall continue to submit proposals to appoint Directors under which one person to be reasonably determined upon mutual consultation between the Companies shall be a candidate for Director of the TSEG to all of the TSEG’s shareholders’ meetings to be held up to the date to be agreed upon between the Companies in writing upon mutual consultation, until such proposal is approved; and (v) the TSEG shall not engage in any action which is substantially detrimental to the meaning of the matters set forth in (i) to (iv) above (including, without limitation, removal of any Director or Statutory Auditor of the OSE in office as of the date of execution of the Agreement from its office) until the date to be agreed upon in writing between the Companies upon mutual consultation.

Furthermore, under the Agreement, the Companies agree that after the execution of the Agreement and until the effective date of the Merger, each party shall not solicit for, discuss, negotiate, enter into an agreement (legally binding or not) for or implement business combination or any other transaction aiming to attain the same goal as the Business Combination (including an IPO in the case of the TSEG) with a legal entity operating a stock exchange, through an acquisition or issue of shares, etc., merger, company split, share exchange, share transfer, business transfer, or otherwise, without obtaining the prior written consent of the other party.

The manner of the Business Combination is likely to change upon consultation between the Companies if it is necessary in connection with licenses and approvals, etc. of the regulatory authorities in the future.

[Reference] Projected business results for the current year (those announced on October 25, 2011) and business results for the previous year of the OSE (Unit: million yen) Operating Operating Ordinary Net Profit for Revenue Income Profit the Current Year Projected business results for the 24,000 9,000 9,500 6,000 current year (Year ending March 2012) Business results for the previous year 22,984 7,582 8,453 9,156 (Year ended March 2011) - 15 -

[Insider Trading Regulation] In accordance with the provisions of Article 167, paragraph 3 of the FIEA and Article 30 of the Enforcement Order of the FIEA, anyone having read this press release is considered to be a primary recipient of information from the viewpoint of insider trading regulations. The OSE and the TSEG accordingly urge you to exercise due care as you may be restricted from purchasing shares of the OSE for 12 hours after the announcement of this press release (the time of the announcement in the OSE’s Company Announcements Disclosure Service on November 22, 2011). Should you be held liable under criminal, civil, or administrative laws for making such a prohibited purchase, the OSE and the TSEG will assume no responsibility whatsoever.

[Restrictions on Solicitation] This press release is intended for the announcement of the Business Combination including the Tender Offer to the general public and is not intended for an offer for purchase or solicitation for offer or sales of shares. Upon the commencement of the Tender Offer, if anyone desires to sell his or her shares, a shareholder should, at his or her own responsibility, review the tender offer explanatory statement and accept the Tender Offer in his or her own discretion. This press release is not considered as an offer or solicitation of sales of securities or solicitation of this purchase offer and does not constitute any such part. This press release (or any part of it) or the fact of its distribution does not provide a basis for any kind of agreement pertaining to the Tender Offer, and it may not be relied upon when executing any such agreement.

[Forward-Looking Statements] This press release contains “forward-looking statements” as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Due to any known or unknown risks, uncertainty, or other factors, it is possible that actual results may materially differ from the projections as expressly or implicitly indicated as “forward-looking statements”. The OSE and the TSEG and their respective affiliates cannot promise that the projections expressly or implicitly indicated as “forward-looking statements” will result in being correct. The “forward-looking statements” in this press release were prepared based on the information held by the OSE and the TSEG as of the date of this press release, and unless required by laws or the rules of a financial instrument exchange to do so, the OSE and the TSEG or their affiliates are not obliged to update or modify such statements in order to reflect any event or condition in the future.

[Language] Unless otherwise provided, all procedures for the Business Combination, including the Tender Offer, shall be conducted in the Japanese language. All or some portion of the documents relating to the Business Combination, including the Tender Offer, may be prepared in the English language; however, should there be inconsistency between a document in English and that in Japanese, the Japanese document shall prevail.

[Other Countries] In certain countries or regions, the announcement or distribution of this press release may be restricted by laws or regulations. In such cases, you are required to be aware of such restrictions and comply with the laws and regulations of such countries or regions. In such countries or regions that - 16 - legally prohibit the launch of the Tender Offer, this press release does not constitute an offer for purchase or solicitation for offer or sales of shares regarding the Tender Offer, even if this press release or its translation is received in such countries or regions. In that case, it shall be considered as a mere distribution of informative materials.

[Differences from tender offers in the United States] The Tender Offer is being made for the securities of the OSE by the tender offeror, the TSEG, both of which are Japanese companies. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the Tender Offer, since the OSE and the TSEG are located in Japan and all of their officers and directors are residents of Japan. You may not be able to sue the OSE and the TSEG or their officers or directors in a Japanese court for violations of the U.S. securities laws. Finally, it may be difficult to compel the OSE and the TSEG and their affiliates to subject themselves to a U.S. court’s judgment.

The Tender Offer is to be conducted in accordance with the procedures and information disclosure standards prescribed in the FIEA. However, these procedures and standards are not necessarily the same as the corresponding procedures and standards in the United States. In particular, Section 13(e) or Section 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules prescribed thereunder do not apply to the Tender Offer, and the Tender Offer does not conform to those procedures and standards.

Financial information included in this press release was excerpted from financial statements prepared in accordance with Japanese accounting standards and is not based on U.S. accounting standards and not equivalent to that of companies incorporated in the U.S..

- End -

- 17 -

Exhibit 1: Overview of Financial Analyses regarding Tender Offer Price and Merger Ratio

1. Overview of Financial Analyses by Financial Advisors of OSE

(1) Tender Offer Price

Goldman Sachs, as part of preparing the financial analysis report (santei-sho) regarding OSE’s common stock dated November 22, 2011 (the “Goldman Sachs Common Stock Report”), performed a historical stock price analysis, a discounted cash flow (“DCF”) analysis, and a comparable companies analysis. In performing the historical stock price analysis, Goldman Sachs used November 4, 2011 as the base date and, based upon publicly available information, reviewed the closing market prices of OSE’s common stock for the 52 week period ending on such date. The DCF analysis and comparable companies analysis were based on financial projections for OSE prepared by the management of OSE, as approved for Goldman Sachs’ use by OSE, and publicly available information. No company used in the comparable companies analysis as a comparison is directly comparable to OSE. The respective analyses resulted in a range of implied values per share of OSE shown below.

1. Historical Stock Price Analysis JPY325,000 - JPY482,500

2. DCF Analysis JPY451,647 - JPY666,811

3. Comparable Companies Analysis JPY195,313 - JPY538,377

(2) Merger Ratio

Goldman Sachs, as part of preparing the financial analysis report (santei-sho) regarding the Merger Ratio dated November 22, 2011 (the “Goldman Sachs Merger Ratio Report”), performed a contribution analysis, a DCF analysis, and a comparable companies analysis, giving effect to the financial impact of the Tender Offer on TSEG. The contribution analysis was based on publicly available historical financials of OSE and TSEG, and certain internal financial analyses and

- 18 - forecasts for OSE prepared by the management of OSE and for TSEG prepared by its management and adjusted by the management of OSE (collectively, the “Forecasts”) as approved for Goldman Sachs’ use by OSE. The DCF analysis was based on the Forecasts. The comparable companies analysis was based on the Forecasts and publicly available information. No company used in the comparable companies analysis as a comparison is directly comparable to OSE or TSEG. The respective analyses resulted in a range of the Merger Ratio shown below. The below range of the Merger Ratio is for a number of shares of OSE common stock to be issued in exchange for one share of TSEG common stock.

1. Contribution Analysis 0.185 - 0.285

2. DCF Analysis 0.195 - 0.222

3. Comparable Companies Analysis 0.144 - 0.230

(3) Supplementary Note

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

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

- 19 - information used in the Goldman Sachs Reports, to the extent it is based on market data, is based on market data as it existed on or before November 21, 2011 and is not necessarily indicative of current market conditions.

(Note) The following is additional information on the assumptions made, procedures followed, matters considered and limitations on the work undertaken in connection with preparing the Goldman Sachs Reports, the Goldman Sachs Fairness Opinion described in Exhibit 2 and the financial analyses supporting such Goldman Sachs Fairness Opinion (such financial analyses, together with the Goldman Sachs Fairness Opinion, the “Goldman Sachs Fairness Materials”).

Goldman Sachs and its affiliates (collectively, the “Goldman Sachs Group”) are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, the Goldman Sachs Group may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of third parties, OSE, TSEG and any of their respective affiliates or any currency or commodity that may be involved in the transactions contemplated by the Agreement (“Transaction”) for their own account and for the accounts of their customers. Goldman Sachs has acted as financial advisor to OSE in connection with, and has participated in certain of the negotiations leading to, the Transaction. Goldman Sachs expects to receive fees for its services in connection with the Transaction, a principal portion of which is contingent upon consummation of the Transaction, and OSE has agreed to reimburse Goldman Sachs’ expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of Goldman Sachs’ engagement. The Goldman Sachs Group may in the future provide investment banking services to OSE, TSEG and their respective affiliates for which the Investment Banking Division of the Goldman Sachs Group may receive compensation.

In connection with preparing the Goldman Sachs Reports and the Goldman Sachs Fairness Materials, Goldman Sachs has reviewed, among other things, the Agreement; the Annual Securities Report (Yuka Shoken Hokoku-sho) of OSE for the five fiscal years ended March 31, 2011; the Second Quarter Securities Report (Dai-ni Shihanki Houkoku-sho) of OSE for the second fiscal quarter ended September 30, 2011; financial statements (Kessan Tanshin) of TSEG for the four fiscal years ended March 31, 2011 and of Tokyo Stock Exchange, Inc. for the fiscal year ended March 31, 2007; quarterly financial statements (Dai-ni Shihanki

- 20 -

Kessan Tanshin) of TSEG for the second fiscal quarter ended September 30, 2011; certain other communications from OSE and TSEG to their respective shareholders; certain publicly available research analyst reports for OSE; the Forecasts; and certain cost savings and operating synergies projected by the management of the Company to result from the Transaction, as approved for our use by the Company (the “Synergies”). Goldman Sachs has also held discussions with members of the senior managements of OSE and TSEG regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of OSE and TSEG; reviewed the reported price and trading activity for the shares of common stock of OSE; compared certain financial and stock market information for OSE and financial information for TSEG with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the global exchange industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

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

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

- 21 - requested to solicit and did not solicit interest from other parties with respect to an acquisition of or other business combination with OSE. The Goldman Sachs Fairness Opinion addresses only the fairness from a financial point of view, as of the date hereof, (i) of the Merger Ratio pursuant to the Agreement to OSE and (ii) of the Tender Offer Price to be paid to the holders of shares of common stock of OSE (other than TSEG and its affiliates) in the Tender Offer assuming that the Merger is consummated pursuant to the Agreement. Goldman Sachs does not express any view on, and the Goldman Sachs Fairness Materials do not address, any other term or aspect of the Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Agreement or entered into or amended in connection with the Transaction, including, without limitation, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of OSE; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of OSE, or class of such persons, in connection with the Transaction, whether relative to the Merger Ratio pursuant to the Agreement, the Tender Offer Price to be paid to the holders of shares of common stock of OSE in the Tender Offer pursuant to the Agreement or otherwise. Goldman Sachs is not expressing any opinion as to the prices at which the shares of common stock of OSE will trade at any time or as to the impact of the Transaction on the solvency or viability of OSE or TSEG or the ability of OSE or TSEG or to pay their respective obligations when they come due. The Goldman Sachs Fairness Opinion has been approved by a fairness committee of the Goldman Sachs Group.

The Goldman Sachs Reports and the Goldman Sachs Fairness Materials are not necessarily susceptible to partial analysis or summary description. Selecting portions of the Goldman Sachs Reports, the Goldman Sachs Fairness Materials or the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Goldman Sachs Reports and the Goldman Sachs Fairness Materials. Goldman Sachs did not attribute any particular weight to any factor or any analysis it performed.

In performing its valuation analyses for the shares of OSE, SMBC Nikko applied the Market Trading Price Analysis, the Comparable Companies Analysis, and the Discounted Cash Flow (the “DCF”) Analysis. In performing the Market Trading Price Analysis, SMBC Nikko applied (1) November 18, 2011 (“Reference Date 1”), and (2)

- 22 -

November 4, 2011 (“Reference Date 2”), which is the first business day before November 7, 2011 when a newspaper article on the speculation of the transaction appeared, as the reference dates (collectively, the “Reference Dates”), and considered the average closing prices of the OSE stock quoted on the JASDAQ (Standard) Market of the Osaka Stock Exchange for the one-month, three-month and six-month periods ending on the Reference Dates, and for the period from October 26, 2011, the first business day following OSE’s announcement of its Financial Results for the Second Quarter of the Fiscal Year Ending March 31, 2012, to the Reference Dates. The foregoing analyses resulted in the following ranges of the share price of OSE:

Methodology Share Price

Market Trading Price Analysis JPY378,366 – JPY392,265 (Reference date 1)

Market Trading Price Analysis JPY367,786 – JPY382,113 (Reference date 2)

Comparable Companies Analysis JPY226,953 – JPY497,852

DCF Analysis JPY437,138 – JPY554,947

In performing its valuation analyses for the Merger Ratio, SMBC Nikko applied the Comparable Companies Analysis and the DCF Analysis. The following ranges of the merger ratio represent ranges of value per TSEG’s common share, assuming the value per OSE’s common share to be 1:

Methodology Range of the Merger Ratio

Comparable Companies Analysis 0.114 – 0.220

DCF Analysis 0.141 – 0.231

Please refer to Note 1 below for details of the conditions and a supplementary explanation of the analyses.

(Note 1)

In performing the analysis and calculation of the Tender Offer Price and the Merger Ratio, SMBC Nikko assumed that all information provided by OSE to SMBC Nikko and all publicly

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

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

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

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

- 24 - services. Further, in the ordinary course of business, SMBC Nikko and its affiliates may invest as a principal or on behalf of customers in equity, debt or other securities or financial instruments including derivatives of OSE or TSE Group and their respective affiliates.

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

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

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

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

The Selected Traded Companies Analysis was based on valuation multiples of other securities exchanges with similar characteristics to each of OSE and TSEG. In the analysis, multiples were applied to financial metrics derived from financial projections for OSE and TSEG provided to Moelis by OSE.

- 25 -

The DCF Analysis was based on financial projections for OSE and TSEG on a standalone basis that were provided to Moelis by OSE.

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

Range of the per share Methodology valuation of OSE

Market Price Analysis JPY365,000 – JPY398,597

Selected Traded Companies Analysis JPY351,994 – JPY453,657

DCF Analysis JPY423,853 – JPY494,027

Methodology Range of the Merger ratio

Selected Traded Companies Analysis 0.1538 – 0.2272

DCF Analysis 0.1397 – 0.1927

Moelis’ analysis was delivered to the Board of Directors of OSE on November 21, 2011, and was subject to certain assumptions, qualifications, limitations and procedures as set out therein, in relation to which, please see the Note below.

(Note)

In its analysis and in rendering the Moelis Fairness Opinion (as defined in Exhibit 2), Moelis has assumed that any forecasted financial information which has been furnished to it has been reasonably prepared on a basis reflecting the best currently available estimates and judgments of (a) the management of OSE as to the future performance of OSE and (b) the management of OSE and TSEG as to the future performance of TSEG. In its analysis and in rendering the Moelis Fairness Opinion, Moelis expresses no view as to the reasonableness of such estimates and forecasts. The analysis and the Moelis Fairness Opinion was necessarily based on the industry performance and regulatory environment, general business, economic, market, financial and other conditions and the information made available to it as of November 21, 2011. No company or transaction used in any analysis for purposes of comparison is identical to OSE, TSEG or the current transaction involving these parties. In addition, analyses and estimates relating to the value of businesses, companies or securities are not appraisals, and the ranges of share value resulting from such analyses

- 26 - may not indicate the present or future prices at which such businesses, companies or securities may actually be sold. Such present or future prices may be significantly different from those suggested by those analyses. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favourable than suggested by such analyses. Accordingly, because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Moelis nor any other person assumes responsibility if future results are materially different from those forecast.

Moelis has also assumed that the Tender Offer and subsequent Merger will be approved by shareholders of OSE and TSEG, consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that (a) the final executed form of the Agreement does not differ in any material respect from the draft that Moelis has examined, and that TSEG and OSE will comply with all the material terms of the Agreement; and (b) the terms of the final documentation relating to the Tender Offer and the Merger will not differ in any material respect from the terms of the Agreement, and that TSEG and OSE will comply with all the material terms of such documentation. Moelis has also assumed, with the consent of OSE, that in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on OSE, TSEG or the contemplated benefits of the Merger. Moelis has further assumed, with the consent of OSE, that the OSE’s common stock acquired by TSEG in the Tender Offer will be held by TSEG until such time as the Merger completes, at which point it will become treasury stock of the combined entity.

Moelis has acted as an independent financial advisor to OSE in connection with the Tender Offer and the Merger and will receive a fee for its services conditional upon approval of the Merger by holders of common stock of OSE. Any employees, officers and partners of Moelis or its affiliates may at any time own securities of OSE. Moelis has not participated in discussions or negotiations between OSE and TSEG and/or their respective representatives. Moelis did not recommend any specific Tender Offer price or Merger ratio to OSE, or that any specific Tender Offer price constituted the only appropriate Tender Offer price, or that any specific Merger ratio constituted the only appropriate Merger ratio.

Neither the Moelis Fairness Opinion or its analysis addresses OSE’s underlying business decision to effect the Tender Offer or the Merger or the relative merits of the Tender Offer and the Merger as compared to any alternative business strategies or transactions that might be available to OSE and do not constitute a recommendation to any holder of the common stock of the OSE as whether such holder should tender shares in the Tender Offer

- 27 - or how such holder should vote with respect to the subsequent Merger or any other matter. No opinion or view is expressed as to any terms or other aspects of the Tender Offer or subsequent Merger, including, without limitation, the structure of the overall transactions. Furthermore, no opinion or view is expressed as to the relative fairness of the Tender Offer Price and the Merger Ratio or the underlying business decision of OSE to effect the Tender Offer and subsequent Merger. Moelis is not expressing any opinion as to the value of the new OSE common stock to be issued pursuant to the Merger at the time of issue or the prices at which shares of OSE will trade following the announcement or consummation of the Merger. Moelis expressly disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its analysis or the Moelis Fairness Opinion of which it becomes aware after November 21, 2011. The Moelis Fairness Opinion and its analysis is solely for the use and benefit of the Board of Directors of OSE in its evaluation of the Tender Offer and subsequent Merger and may not be relied upon by any shareholders of OSE or any other person. Moelis has not provided any advice on any legal, accounting or tax matters.

2. Overview of Financial Analyses by Financial Advisors of TSEG

(1) Tender Offer Price

Mitsubishi UFJ Morgan Stanley analyzed the Tender Offer Price by analyzing the range of per share values of OSE by performing valuation analyses based on the Share Price Performance Analysis, Comparable Companies Analysis, and DCF Analysis and comprehensively considering the results of such analyses. A summary of the range of per share values of OSE based on each valuation method is as follows;

Range of the per share Methodology values of OSE

(1)-1 Share Price Performance Analysis JPY325,000 – JPY419,000

- 28 -

(1)-2 Comparable Companies Analysis JPY316,431 – JPY358,622

(1)-3 DCF Analysis JPY473,354 – JPY660,290

(1)-1 Share Price Performance Analysis

The Share Price Performance Analysis resulted in a per share value of OSE ranging from 325,000 to 419,000 yen based on: (i) using November 4, 2011 as a record date (the “Record Date 1”), which is the last trading day prior to November 7, 2011 on which the news media reported speculation that TSEG and OSE had entered the final stages of discussions regarding the Management Integration, the respective daily closing share prices on the JASDAQ during each of the 1 month-period and 3 month-period prior to and including the Record Date 1, and (ii) using July 4, 2011 as another record date (the “Record Date 2”), which is the last trading day prior to July 5, 2011 on which the news media reported speculation regarding the Tender Offer, the daily closing share prices on the JASDAQ from April 27, 2011, which is the first trading day after the announcement of the financial results of OSE for the fiscal year ended March 31, 2011, to and including the Record Date 2.

(1)-2 Comparable Companies Analysis

The Comparable Companies Analysis resulted in a per share value of OSE ranging from 316,431 to 358,622 yen by evaluating the equity value of OSE through a comparison with financial indexes including share price and profitability of overseas listed companies operating a relatively similar business to that of OSE.

(1)-3 DCF Analysis

The DCF analysis resulted in a per share value of OSE ranging from 473,354 to 660,290 yen by analyzing the enterprise value and equity value of OSE using the present value of free cash flows which OSE is expected to produce in the future discounted at a certain level of discount rate, based on the earnings projections of OSE, taking into consideration various factors including management projections obtained from OSE, latest business performance of OSE and information disclosed to the public.

(2) Merger Ratio

- 29 -

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

The following table summarizes the ranges of the Merger Ratio under each methodology (assuming that the per share value of OSE is set at 1).

Methodology Range of the Merger Ratio

(2)-1 Comparable Companies Analysis 0.128 – 0.175

(2)-2 DCF Analysis 0.184 – 0.230

(2)-3 Contribution Analysis 0.146 – 0.304

For conditions and assumptions regarding the analyses and opinion, please see Note 1 below.

(1) Tender Offer Price

Nomura performed average market price analysis, comparable peer company analysis and DCF analysis with respect to OSE. The ranges of the per share values of OSE’s common stock calculated based on each of the foregoing methods are set forth below.

Range of the per share values of OSE’s common Methodology Stock

(1)-1 Average Market Price Analysis JPY365,000 – JPY382,113

(1)-2 Comparable Peer Company JPY323,415 – JPY518,654 Analysis

(1)-3 DCF Analysis JPY473,314 – JPY624,999

- 30 -

(1)-1 Average Market Price Analysis

Under the average market price analysis, the range of per share values of OSE’s common stock is calculated to be 365,000 yen ~ 382,113 yen based on the JASDAQ closing stock price of OSE’s common stock on November 4, 2011 (the “Reference Date”), which is the last trading day prior to November 7, 2011 on which the news media reported speculation that TSEG and OSE had entered the final stages of discussions regarding the Management Integration, and the average closing stock prices for each of the one-week, one-month, three-month and six-month periods up to and including the Reference Date.

(1)-2 Comparable Peer Company Analysis

Under the comparable peer company analysis, the range of per share values of OSE’s common stock is calculated to be 323,415 yen ~ 518,654 yen by comparing the market stock prices and financial indicators that show profitability, etc., of overseas listed companies that are engaged in businesses relatively similar to OSE.

(1)-3 DCF Analysis

The DCF analysis is a method of analyzing the enterprise value and equity value of OSE by discounting the free cash flows which OSE is expected to generate in the future on stand-alone basis to the present value using a certain discount rate (e.g., cost of capital applicable to OSE, etc.), based on the projected earnings and the investment plans as set forth in its business plans, interviews with its management, publicly disclosed information and various other factors; based on this method, the range of per share values of OSE’s common stock is calculated to be 473,314 yen ~ 624,999 yen.

(2) Merger Ratio

Nomura performed market approach analysis, DCF analysis and contribution analysis with respect to TSEG and OSE. In market approach analysis, Nomura calculated the Merger Ratio based on the results of per share values of TSEG’s common stock under the average market price analysis and per share values of OSE’s common stock under the average market price analysis and comparable peer company analysis. The calculation results on each of the foregoing methods are set forth below. The calculated ranges of the Merger Ratio provided below show the

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Methodology Range of the Merger Ratio

(2)-1 Market Approach Analysis 0.084 – 0.237

(2)-2 DCF Analysis 0.193 – 0.254

(2)-3 Contribution Analysis 0.134 – 0.262

The average market price analysis was based on the JASDAQ closing stock price of OSE’s common stock on the Reference Date and the average closing stock prices for each of the one-week, one-month, three-month and six-month periods up to and including the Reference Date.

For conditions and assumptions regarding the analyses and opinion, please see Note 1 below.

(1) Tender Offer Price

Daiwa CM analyzed the Tender Offer Price of OSE based on calculation result by the Market Price Analysis, Comparable Companies Analysis and DCF Analysis. A summary of the range of per share values of OSE based on each valuation method is as follows:

Range of the per share Methodology values of OSE

(1)-1 Market Price Analysis JPY345,024 – JPY382,113

(1)-2 Comparable Companies Analysis JPY507,257 – JPY601,967

(1)-3 DCF Analysis JPY478,730 – JPY762,453

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(1)-1 Market Price Analysis : 345,024 yen ～ 382,113 yen

In performing the Market Price Analysis, Daiwa CM set (1) November 4, 2011, (the “Reference Date (i)”), which is the last trading day prior to November 7, 2011, on which the news media reported speculation that TSEG and OSE had entered the final stages of discussion regarding the Management Integration and (2) July 4, 2011, (the “Reference Date (ii)”), which is the last trading day prior to July 5, 2011, on which the news media reported speculation regarding the Tender Offer, as the Reference Dates, and conducted calculation based on the average closing market price of OSE on the JASDAQ Standard for the one-month and three-month periods ending on the Reference Date (i) and the Reference Date (ii), respectively.

(1)-2 Comparable Companies Analysis : 507,257 yen ～ 601,967 yen

In performing the Comparable Companies Analysis, Daiwa CM calculated the range of per share values of OSE through a comparison with financial indexes including market share price and profitability of overseas listed companies operating a relatively similar business to that of OSE. Daiwa CM conducted calculation based on financial forecasts on a stand-alone basis that were provided by OSE.

(1)-3 DCF Analysis : 478,730 yen ～ 762,453 yen

In performing the DCF Analysis, Daiwa CM conducted calculation based on financial forecasts on a stand-alone basis that were provided by OSE.

(2) Merger Ratio

Daiwa CM analyzed the Merger Ratio based on the Market Approach and the DCF Analysis. In performing the Market Approach, Daiwa CM analyzed the Merger Ratio based on the per share values of both TSEG and OSE calculated by (1) the Market Price Analysis, which was applied only to OSE, and (2) the Comparable Companies Analysis, which was applied to TSEG and OSE, respectively. In performing the DCF Analysis, Daiwa CM analyzed the Merger Ratio based on the per share values of both TSEG and OSE calculated by the DCF Analysis, which was applied to TSEG and OSE, respectively. The following table summarizes the result of analysis of the Merger Ratio conducted by Daiwa CM. Each of the Merger Ratio ranges below represents the range of the number of shares of OSE common stock that are to be allotted for each share of TSEG common stock.

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Methodology Range of the Merger Ratio

(2)-1 Market Approach 0.131 – 0.346

(2)-2 DCF Analysis 0.164 – 0.308

For the assumptions and disclaimers regarding the analyses and opinion on the Tender Offer Price and the Merger Ratio, please see Note 1 below.

(Note 1)

In delivering the respective written opinions to the board of directors of TSEG and analyzing the above ranges of the Tender Offer Price and the Merger Ratio as the basis thereof, each of Mitsubishi UFJ Morgan Stanley, Nomura and Daiwa CM (each, a “TSEG Financial Advisor” and, collectively, the “TSEG Financial Advisors”) relied on the information provided by and discussed with both companies, other relevant information reviewed by such TSEG Financial Advisor or reviewed for the benefit of the TSEG Financial Advisors, and publicly available information. Each of the TSEG Financial Advisors assumed that all such information was accurate and complete and that no information was undisclosed to such TSEG Financial Advisor, which may have a material adverse effect on the analyses of the ranges of the Tender Offer Price and the Merger Ratio, and therefore none of the TSEG Financial Advisors independently verified the accuracy or completeness of such information (in addition, the TSEG Financial Advisors are not responsible for independent verification or obliged to verify independently).

None of the TSEG Financial Advisors have independently valued or appraised, nor has such TSEG Financial Advisor received any valuations or appraisals from third party institutions on, assets or liabilities (including off-balance sheet assets and liabilities, and other contingent liabilities) of either company or their respective affiliated companies.

In addition, each of the TSEG Financial Advisors assumed that the information relating to business, operations, financial condition, financial forecasts and anticipated synergies has been reasonably prepared by managements of both companies based on their best estimates and judgments available at the time. Each of the TSEG Financial Advisors expresses no opinion with respect to the estimates and judgments (including synergy analysis) or the assumptions for the estimates and judgments.

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The analyses and opinions of each of the TSEG Financial Advisors are only for the information of the board of directors of TSEG and for the purpose of considering the Tender Offer Price and the Merger Ratio, and may not be relied upon or used by any other party and for any other purpose. Each of the TSEG Financial Advisors expresses no opinion or recommendation as to how the shareholders of TSEG should vote or act at the shareholders' meetings to be held in connection with the Merger.

The analyses and opinions of each of the TSEG Financial Advisors are based on financial, economic, market and other conditions as in effect on, and the information made available to such TSEG Financial Advisor as of, the date of their respective opinions. Although the credit market, finance market and equity market continue to be unstable, the TSEG Financial Advisors express no opinion with respect to the potential impact on TSEG, OSE, the Tender Offer Price and the Merger Ratio caused by such unstable conditions. Events occurring after the date of the respective opinions may have an affect on the analyses and opinions, and the impact of certain conditions existing as of the date of the respective opinions on the analyses and opinions are difficult to measure. Notwithstanding the foregoing, none of the TSEG Financial Advisors are obliged to renew, revise or reconfirm their opinion and analyses.

With respect to the Tender Offer and the Merger, each of the TSEG Financial Advisors will receive fees for their services, a significant portion of which is contingent upon the closing of the Tender Offer and the Merger.

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Exhibit 2: Supplemental Explanation regarding the Fairness Opinions of the OSE’s Financial Advisors

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

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

The Goldman Sachs Fairness Opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of November 21, 2011, and Goldman Sachs assumes no responsibility for updating, revising or reaffirming the Goldman Sachs Fairness Opinion based on circumstances, developments or events occurring after the date thereof.

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

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(Note)

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

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

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

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

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

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

Moelis has provided a fairness opinion (the “Moelis Fairness Opinion”) dated November 21, 2011 to the Board of Directors of OSE to the effect that, as of such date and based on and subject to certain conditions, including the assumptions, qualifications, limitations, procedures and other matters described in the Moelis Fairness Opinion (in relation to which, please see the Note above), each of the Tender Offer Price to be received by holders of common stock of OSE and the Merger Ratio is fair from a financial point of view in the context of the Business Combination to holders of common stock of OSE. In rendering the Moelis Fairness Opinion, Moelis has assumed that the Merger will be approved by shareholders of

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OSE and TSEG and that the Business Combination will be consummated in accordance with the terms set forth in the Agreement.

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

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