Aderans Holdings Co., Ltd. 40Th Fiscal Year Shareholders’ Meeting

Securities code: 8170 Address: 6-3, Shinjuku 1-chome, Shinjuku-ku, Tokyo Representative: Kiyoshi Hayakawa, President

April 30, 2009

Aderans Holdings Co., Ltd. 40th Fiscal Year Shareholders’ Meeting

We are pleased to invite you to our shareholders’ meeting for the fiscal year ended February 28, 2009. Details about the meeting are presented below: Please bring your voting form with you. If you are unable to attend the meeting, we encourage you to exercise your right to vote by proxy. To do this, please read the enclosed Guide to Voting, mark the voting form with your instructions and send it back to us. The proxy form must reach us by 6:00 pm, Wednesday, May 27, 2009.

Date: Thursday, May 28, 2009, at 10:00 a.m.

Location: Sumitomo Realty & Development Nishi-Shinjuku Park No. 3 Building, 1st Floor, Belle Salle Nishi-Shinjuku Hall 15-3, Nishi-Shinjuku 4-chome, Shinjuku-ku, Tokyo

Reports on:1. Business report, and consolidated financial statements, as well as auditors’ reports on the consolidated financial statements, from the external auditing company and Aderans Holdings’ Board of Auditors, for the 40th fiscal year, ended February 28, 2009. 2. Financial Statements for the 40th fiscal year, ended February 28, 2009

Agenda and referenced items Proposal by the company Agenda 1. Appropriation of Retained Earnings 2. Partial Amendments to the Articles of Incorporation 3. Election of seven (7) Directors 4. Election of two (2) Corporate Auditors 5. Allocation of Treasury Stock to Tender Offer Proposal by shareholder 6. Election of eight (8) Directors

Other Resolutions for Convocation (1) Notification method in the event of non-uniform exercise of voting rights In the event you are to exercise available voting rights in a non-uniform manner, the Company asks that you provide written notice of your intention and the reason for non-uniform exercise of voting rights at least three days before the date of the general shareholders’ meeting. (2) Exercise of voting rights by proxy In regard to the exercise of voting rights by proxy, the Company asks that you call upon another shareholder holding voting rights in the Company to act as proxy in exercising your voting rights. Please be advised that a document verifying power of representation on your behalf will have to be presented. END 〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰 Your Exercise of Voting Rights Form is enclosed. Please bring it with you to the general shareholders’ meeting and present it to reception. If changes are made to Guide to Voting, business reports, financial documents or consolidated financial documents, the revised versions will be uploaded to the Company’s web site, at http://www.aderans.co.jp/hd/english/index.html

This document is a translation of the Japanese language original. It has been prepared as a guide for non-Japanese investors and contains forward-looking statements that are based on managements’ estimates, assumptions and projections at the time of publication. A number of factors could cause actual results to differ materially from expectations.

2 Business Report

March 1, 2008 to February 28, 2009

1. Group Status

(1) Operating environment and business results During the 40th fiscal year, ended February 28, 2009 (fiscal 2009), business sentiment remained poor in Japan. Concerns about the health of the financial system, originating in the U.S., spread to the financial and capital markets much faster and on a larger scale than expected, and the economy deteriorated rapidly, as exemplified by sluggish consumer spending due to a worsened employment environment and by sharp decreases in corporate earnings. Against this operating environment, the Aderans Group strived to increase corporate value by steadily carrying out execution measures toward achieving the numerical targets respectively set for the domestic core segment, the Fontaine segment, the overseas core segment and the hair- transplant segment, in accordance with its medium-term management plan that started in fiscal 2009. With regard to business results by business segment, in the domestic core business, sales to new male clients are on a recovery track as we had changed the focus of advertisements for men to products to increase hair, centering on custom-made wigs, since the beginning of the fiscal year. However, sales to new female clients decreased due to a sharp year-on-year decline in the number of inquiries, following the fall in the audience rating of television programs we sponsor and the drop in consumption. In the Fontaine business, sales in all sales routes, including department stores, our mainstay sales route, posted a year-on-year decrease, since consumer sentiment declined significantly in the Group’s target age groups. Overseas, earnings of the wig business — a core segment of operations — remained firm in North America, Europe and Asia, excluding Japan, thanks to the effects of the introduction of new products. The hair-transplant business showed little growth despite our efforts to expand demand mainly through advertising, since the economic conditions in the United States precipitated rapidly. Consequently, consolidated performance was as follows; net sales dropped 6.0% year on year, to ¥70,463 million, while operating income fell 38.3%, to ¥2,508 million, and recurring profit decreased 43.9%, to ¥2,472 million. The Aderans Group posted a net loss of ¥2,172 million (against a net income of ¥590 million in fiscal 2008), as it scored loss impairment on goodwill of ¥2,138 million and unrealized loss on investment securities of ¥1,504 million as extraordinary losses.

Business results by region The activities of the Aderans Group are divided into two broad-based operating segments -- hair-related businesses and other businesses -- of which the hair-related business comprises more than 90% of aggregate net sales. Therefore, the Group’s performance is reported according to region rather than operating segment.

Japan Sales of custom-made wigs — the Group’s mainstay product category — dropped 12.6% year on year, to ¥25,102 million. This decline reflects the fact that while sales to new male clients were up, underpinned by intensive advertising activities for Aderans Hair Club, featuring a flat- rate system, sales to women significantly fell year on year partly because new products were not introduced for women. Sales of ready-made wigs fell 8.3%, to ¥9,630 million, as sales decreased in all sales routes because of the decline in consumer spending, although sales in this segment had expanded until the previous fiscal year. Revenue from other hair-related businesses decreased 5.6%, to ¥4,029 million. Service revenues slipped 0.4%, to ¥9,750 million. Revenue from other business dropped 3.5%, to ¥468 million. Intersegment sales soared 137.6%, to ¥278 million. Consequently, aggregate net sales from operations in Japan amounted to ¥49,260 million, down ¥4,620 million, or 8.6%, from fiscal 2008. Despite efforts, including a reduction of selling, general and administrative expenses centering on advertising expenses, aimed at neutralizing the effect of lower net sales, operating income tumbled 35.2%, to ¥4,177 million.

Asia, excluding Japan In Taiwan, where sales are largely generated from clients outside the Aderans Group, more funds for advertising in the second quarter precipitated an upturn in sales, but the improvement was not enough to make up for a sluggish beginning to the fiscal year, and the retail subsidiary in Taiwan closed its books with results – lower sales and lower income. A breakdown of regional sales by product category reveals that custom-made wigs dropped 2.1%, to ¥232 million, ready-made wigs slipped 19.7%, to ¥57 million, and other hair-related products, fell 18.4%, to ¥40 million. Service revenues dropped 12.3%, to ¥100 million, and intersegment sales also dropped 14.9%, to ¥4,359 million. As a result, aggregate net sales from operations in Asia, excluding Japan, amounted to ¥4,790 million, down ¥804 million, or 14.4%. And operating income tumbled 52.8%, to ¥258 million.

4 North America Members of the Group involved in the wigs business secured higher sales of ready-made wigs by cultivating demand through the introduction of new products. However, the impact of yen appreciation caused sales on a yen basis to decrease 17.4% over fiscal 2008, to ¥2,414 million. Similarly, sales of custom-made wigs dropped 22.5%, to ¥282 million. Service revenues from hair transplant procedures edged up 1.6%, to ¥12,749 million, reflecting enhanced advertising campaigns, a review of prices, and better surgical techniques. Sales of other hair-related products jumped 128.6%, to ¥1,653 million, thanks to favorable sales of new products. Intersegment sales decreased 16.2%, to ¥1,454 million. Despite currency pressures, aggregate net sales from operations in North America improved in the end, up 1.4%, or ¥259 million, from fiscal 2008, to ¥18,554 million. On the operating income front, the wig business was the black. But the hair transplant business could not escape the red zone, because of increased selling, general and administrative expenses, even with concerted efforts to curb them in the second half. The operating loss therefore grew ¥377 million, to ¥934 million.

Europe Sales of the Group’s unified European collection, which had been a priority target since the beginning of the term, continued to capture consumer attention. Sales of custom-made wigs increased 10.3%, to ¥512 million, while sales of ready-made wigs decreased 7.0%, to ¥2,627 million. Sales of other hair-related products retreated 12.9%, to ¥685 million. Service revenues slipped 0.8%, to ¥125 million. Consequently, aggregate net sales from European operations amounted to ¥3,951 million, down to ¥252million or 6.0%. Operating income tumbled 17.5%, to ¥240 million.

Breakdown of consolidated results by business segment (Millions of yen) Product Category 39th fiscal year 40th fiscal year YoY (March 1, 2007 (March 1, 2008 Change to February 29, 2008) to February 28, 2009) (%) Amount Composition Amount Composition (%) (%) Hair-related businesses 74,513 99.4 69,995 99.3 (6.1) Other businesses 485 0.6 468 0.7 (3.5) Total 74,998 100.0 70,463 100.0 (6.0)

(2) Consolidated capital expenditures For the period under review, aggregate capital expenditures amounted to ¥2,375million, mainly due to the relocation expenses of domestic offices.

(3) Consolidated fund procurement For the period under review, there were no issues of new stock or corporate bonds.

(4) Issues requiring our attention With the financial and economic environments aggravating globally, we think the domestic and global economic conditions in the future will remain. The Aderans Group failed to achieve the numerical targets stated in the medium-term management plan that started in fiscal 2009, the fiscal period under review, largely because of sluggish performances by the domestic core business segment. Under such circumstances, in the domestic core business segment, sales of products to increase hair, mainly custom-made wigs for men, which have been picking up, are expected to remain robust. In the inefficient women’s market, we will display the forte of the Aderans Group to the fullest extent and strive to stimulate demand by launching new products and holding exhibition/fitting gatherings. In the overseas core business segment, we will endeavor to further rouse demand, focusing on custom-made wigs that enjoy strong sales. The Company will also seek to reinforce internal controls to further improve the integrity and transparency of management processes. All the companies under the Group umbrella will follow the strategic path laid out by the Company and work as a cohesive unit to realize the goals of the new medium-term management plan and improve corporate value.

(5) Status of business transfers, mergers and splits, and establishment of new companies through splits There is no significant information.

(6) Changes in performance and assets (Millions of yen / except where noted) 37th 38th 39th 40th fiscal fiscal year fiscal year fiscal year year (consolidated fiscal year under review) Net sales 72,690 73,498 74,998 70,463 Recurring profit 11,061 8,815 4,407 2,472 Net income (loss) 6,149 6,091 590 (2,172) Net income (loss) 150.51 156.26 15.25 (56.11) per share (yen) Total assets 87,490 91,658 90,352 76,102 Net assets 69,239 73,021 70,426 61,344 Note: Net income per share or loss per share is calculated using the average number of shares outstanding during the period.

6 (7) Group information

a. Significant subsidiaries Voting Name Capital Right Ratio Primary Business (%) Aderans Co., Ltd. ¥2,000 million 100.0 Providing comprehensive array of hair-related products and services Fontaine Co., Ltd. ¥1,539 million 100.0 Sale of women’s wigs ADN Co., Ltd. ¥80 million 83.8 Advertising agency for members (0.6) of the Aderans Group. Golf course management Aderans Thai., Ltd. 170 million baht 100.0 Manufacturing custom-made wigs and hairpieces World Quality Co., Ltd. 15 million baht 100.0 Manufacturing custom-made (100.0) wigs and hairpieces Aderans Philippines, Inc. 300 million pesos 100.0 Manufacturing custom-made wigs and hairpieces Aderans America US$98 million 100.0 Holding company Holdings, Inc. General Wig US$37 thousand 100.0 Sale of women’s wigs Manufacturers, Inc. (100.0) Bosley, Inc. US$8 thousand 96.2 Hair transplant business (96.2) Aderans Europe B.V. €24 million 100.0 Holding company Note: Number in parentheses is the percentage of total shares held indirectly by subsidiaries.

The Company has a total of 35 consolidated subsidiaries, including the 10 significant subsidiaries listed in (7) Group information above. There are no affiliates accounted for under the equity method. Information on consolidated results for fiscal 2008 is presented in the attached materials under 1. Consolidated Business Overview (1) Business results.

b. Other There is no significant information.

(8) Major activities Business administration of the Group and the umbrella subsidiaries engaged in hair-related businesses as well as activities related to business administration thereof.

(9) Major offices and production facilities of the Aderans Group

a. The Company Name Category Address Aderans Holdings 6-3, Shinjuku 1-chome, Shinjuku-ku, Headquarters Co., Ltd. Tokyo

b. Subsidiaries Name Category Address 6-3, Shinjuku 1-chome, Shinjuku-ku, Headquarters Aderans Co., Ltd. Tokyo Number of salons 234 5-3, Shinjuku 5-chome, Shinjuku-ku, Headquarters Fontaine Co., Ltd. Tokyo Number of salons 215 6-3, Shinjuku 1-chome, Shinjuku-ku, ADN Co., Ltd. Headquarters Tokyo Aderans Thai., Ltd. Production facility Amphur Muang, Buriram, Thailand World Quality Co., Amphur Bangpa-in, Ayutthaya, Production facility Ltd. Thailand Aderans Philippines, Production facility Clark Field, Pampanga, the Philippines Inc. General Wig Headquarters Miami Lakes, Florida, USA Manufacturers, Inc. Bosley, Inc. Headquarters Beverly Hills, California, USA

(10) Number of Consolidated Employees

Number of employees Increase (decrease) from last period 5,892 (170) Note: The above number of employees excludes 59 temporary employees.

(11) Major creditors The Company has no major creditors.

2. Stock Information for Aderans Holdings, Co., Ltd.

(1) Number of issued shares: 38,718,128 (Excluding 2,995,260 shares of treasury stock)

(2) Number of shareholders: 8,423

(3) Major shareholders

Number of shares Shareholding ratio Shareholders (thousand) (%) Steel Partners Japan Strategic Fund 11,155 28.8 (Offshore) LP State Street Bank and Trust Company 4,714 12.1 Note: Shareholding ratios are calculated by number of shares excluding treasury stock. (2,995,260 shares)

8 3. Subscription rights as stock options

(1) Number of subscription rights: 620

(2) Number of shares to be issued: 62,000 (Each right is equivalent to 100 shares)

(3) Number of subscription rights by class, which are held by directors and auditors

Class Period in which Number of Number of (Exercise price subscription rights subscription people with of subscription can be exercised rights subscription rights) rights Directors (excluding Third From June 1, 2006 520 3 outside (¥2,435) to May 31, 2009 directors) Auditors (excluding Third From June 1, 2006 100 1 outside (¥2,435) to May 31, 2009 auditors)

4. Board of Directors and Auditors of Aderans Holdings Co., Ltd.

(1) Name of directors and corporate auditors Position at other institutions or Name Position major profession Kiyoshi Hayakawa President President, Fontaine Co.,Ltd. Tsuguo Tanaka Director in charge of Corporate Planning Office and Corporate Communications Office, and general manager of Corporate planning Office Hiroyasu Yamakawa Director in charge of the Administrative Office, Treasury Office and Legal Office and general manager of Administrative Office Mutsuo Minowa Director and manager of the Related Business Management Office Takehisa Fukazawa Director Lawyer Seitaro Ishii Director Representative Director & CEO, IIOSS K.K. Yoshiko Shirata Director Professor, Graduate School at the University of Tsukuba Hironori Aihara, Director Director and Chairman, TTI ellebeau, Inc. Joshua Schechter Director Fumio Arai Corporate Auditor (Standing auditor) Masaaki Katagiri Corporate Auditor Certified public accountant (Katagiri Certified Public Accountant Office) Iwao Toigawa Corporate Auditor Lawyer (Hibiya T&Y Law Firm) Notes: 1. Standing Corporate Auditor Yuji Hirano resigned as of May 28, 2008. 2. At the 39th General Shareholders’ Meeting, held on May 29, 2008, Seitaro Ishii and Yoshiko Shirata were newly elected and appointed to positions as outside directors. 3. After the agenda item to elect directors regarding Directors Takayoshi Okamoto, Katsuji Tokumaru, Nobuo Nemoto, Haruo Okita and Shingo Majima was rejected at the 39th General Shareholders’ Meeting, held on May 29, 2008, they had had the rights and obligations as directors pursuant to the provisions of Article 346, Paragraph 1 of the Corporation Law. However, since their successors were elected at the Extraordinary General Shareholders’ Meeting, held on August 9, 2008, The Company went through the registration of their retirement as of May 29, 2008. Regarding Takayoshi Okamoto, the Company went through the registration of his retirement as of the conclusion of the Extraordinary General Shareholders’ Meeting, held on August 9, 2008. 4. Takehisa Fukazawa, Seitaro Ishii, Yoshiko Shirata, Hironori Aihara and Joshua Schechter are outside directors. 5. Fumio Arai holds concurrent positions as a corporate auditor at Aderans Co., Ltd. , at Fontaine Co., Ltd. and at ADN Co., Ltd. 6. Masaaki Katagiri and Iwao Toigawa are outside auditors. 7. Masaaki Katagiri is a certified public accountant and has considerable expertise in finance and accounting.

10 (2) Directors who retired from their office during fiscal 2009

Position and Business in Position at other institutions or Name charge at the time of major profession at the time of retirement retirement Takayoshi Okamoto President President, ADN Co., Ltd. President, Aderans America Holdings, Inc. President, Aderans Gakuen President, Japan Hair Business Association Katsuji Tokumaru Director President, Aderans Co., Ltd. Nobuo Nemoto Director, Supreme advisor President, Seishin Co., ltd. President, Keishin Co., ltd. Haruo Okita Director, Supreme advisor President of Oei Shoji

Shingo Majima Director Professor in the Faculty of Commerce at Chuo University Note: After the agenda item to elect directors regarding Directors Takayoshi Okamoto, Katsuji Tokumaru, Nobuo Nemoto, Haruo Okita and Shingo Majima was rejected at the 39th General Shareholders’ Meeting, held on May 29, 2008, they had had the rights and obligations as directors pursuant to the provisions of Article 346, Paragraph 1 of the Corporation Law. However, since their successors were elected at the Extraordinary General Shareholders’ Meeting, held on August 9, 2008, The Company went through the registration of their retirement as of May 29, 2008. Regarding Takayoshi Okamoto, the Company went through the registration of his retirement as of the conclusion of the Extraordinary General Shareholders’ Meeting, held on August 9, 2008.

(3) Compensation for directors and corporate auditors

Fourteen directors: ¥230 million (including six outside directors: ¥37miillion)

Four auditors: ¥36 million (including two outside auditors: ¥10 million)

Note: In addition to the aforementioned amounts of compensation paid, directors’ retirement bonuses of \575 million in total were paid to three directors in fiscal 2009 in accordance with a resolution to pay retirement bonuses to directors upon the abolishment of retirement bonus system, which was passed at the 36th General Shareholders’ Meeting, held on May 26, 2005.

(4) Outside directors and auditors

a. Concurrent position, including that of executive officer at another company

Name Company name Title name Hironori Aihara, Transcu Ltd Director and Director TTI ellebeau Inc chairman Seitaro Ishii IIOSS K.K. Director and president Notes: 1. The Company has no business transactions with Transcu Ltd. and TTI ellebeau, Inc. 2. The Company has no business transactions with IIOSS K.K.

b. Concurrent position as outside director at another company

Name Company name Title name Takehisa Fukazawa, Odakyu Electric Railway Co., Ltd. Outside auditor Director Hironori Aihara, Channel J. Co., Ltd. Outside director Director Pasona Inc. Benefit One Inc. Benefit One Partners Inc. VeriSign Japan K.K. NILES CO., LTD.

AlphaPurchase Co., Ltd

Japan Manned Space Systems Corporation (JAMSS)

c. Relationships with certain business associates, including principal clients None

d. Principal activities during fiscal 2009 Board of Corporate Board of Directors Auditors (Met 16 times) (Met 17 times) In Attendance In Attendance attendance ratio attendance ratio Takehisa Fukazawa, 16 times 100% - times - % Director Seitaro Ishii, 13 times 100% - times - % Director Yoshiko Shirata, 11 times 84% - times - % Director Hironori Aihara, 8 times 88% - times - % Director Joshua Schechter, 9 times 100% - times - % Director Shingo Majima, 7 times 100% - times - % Director Masaaki Katagiri, 15 times 93% 16 times 94% Corporate Auditor Iwao Toigawa, 15 times 93% 16 times 94% Corporate Auditor Note: Seitaro Ishii and Yoshiko Shirata assumed their positions as directors in May 2008, so the number of Board of Directors meetings they could have attended is 13. Hironori Aihara and Joshua Schechter assumed their positions as directors in August 2008, so the number of Board of Directors meetings they could have attended is 9. The number of Board of Directors meetings Shingo Majima, who had had the rights and obligations as a director pursuant to the provisions of Article 346, Paragraph 1 of the Corporation Law, could have attended is 7, which were held from March to July, since his successor took office as a director at the Extraordinary General Shareholders’ Meeting, held on August 9, 2008.

Name Principal activities Takehisa Fukazawa, Mr. Fukazawa attended 16 meetings of the Board of Director Directors in fiscal 2009, and expressed opinions based on his abundant knowledge and standpoint as a lawyer. Seitaro Ishii, Mr. Ishii attended 13 meetings of the Board of Directors Director in fiscal 2009, and expressed opinions based on his experience and standpoint cultivated through corporate management. Yoshiko Shirata, Ms. Shirata attended 11 meetings of the Board of Director Directors in fiscal 2009, and expressed opinions based on her knowledge as a graduate school professor and from the standpoint of a woman. Hironori Aihara, Mr. Aihara attended 8 meetings of the Board of Directors Director in fiscal 2009, and expressed opinions based on his experience and standpoint cultivated through corporate management. Joshua Schechter, Mr. Schechter attended 9 meetings of the Board of Director Directors in fiscal 2009, and expressed opinions based on his knowledge and standpoint concerning finance and tax. Shingo Majima, Mr. Majima attended 7 meetings of the Board of Director Directors in fiscal 2009, and expressed opinions based on his financial and accounting knowledge and standpoint as a university professor and a certified public accountant. Masaaki Katagiri, Mr. Katagiri attended 15 meetings of the Board of Corporate Auditor Directors and 16 meetings of the Board of Corporate Auditors in fiscal 2009, and expressed opinions based on his experience and standpoint cultivated over many years as a certified public accountant. Iwao Toigawa, Mr. Toigawa attended 15 meetings of the Board of Corporate Auditor Directors and 16 meetings of the Board of Corporate Auditors in fiscal 2009, and expressed opinions based on his experience and standpoint cultivated over many years as a lawyer.

e. Summary of limited liability agreements Outside directors and outside corporate auditors have concluded agreements with the Company, which limit responsibility for losses to a greater amount of not less than ¥3 million or an amount set forth in Article 427, Paragraph 1 of the Corporation Law.

5. Independent Auditors

(1) Name of Independent Auditors Kyobashi & Co.

(2) Compensation for Independent Auditors Amounts a. Compensation during fiscal 2009 ¥12 million b. Total monetary and other financial remuneration for accounting auditors of the Company and other consolidated ¥45 million subsidiaries Note: Auditing contracts between Aderans Holdings and independent auditors do not distinguish between compensation to auditors for audits performed according to Corporation Law and audits performed according to the Financial Instruments and Exchange Law. Therefore, compensation for audits performed according to the 13

Financial Instruments and Exchange Law is included in a. above.

(3) Policy regarding decision to dismiss or not reappoint accounting auditor The Board of Corporate Auditors, by unanimous agreement, will dismiss the accounting auditor if confirmed that the accounting auditor falls under any item of Paragraph 1, Article 340, of the Corporation Law. In such an event, a corporate auditor selected by the Board of Corporate Auditors will report on the circumstances and reasons for the dismissal at the first general shareholders’ meeting held after said dismissal. The Board of Corporate Auditors will decide to dismiss or not reappoint the accounting auditor after considering the years of consecutive service provided by the accounting auditor.

6. Ensuring Appropriate Business Execution

(1) Ensuring that the activities of directors and staff conform to prevailing laws and the Company’s Articles of Incorporation, and that other activities are conducted appropriately

a. Activities will be guided by a level of ethics and values demanded by society, based on respect for the law, of course, as well as corporate philosophy and the business parameters of the Group.

b. Decisions on important matters of subsidiaries that impact the Company or the Group as a whole will be formed through discussions in reporting sessions, in line with established rules governing duties and powers.

c. The Company relies on its directors to undertake their respective duties in all sincerity, but audits by corporate auditors will verify that said duties have been executed lawfully.

(2) Custody and management of information related to directors’ duties

a. Information relating to the execution of duties will be stored and maintained in line with rules governing the handling of information assets. The paper or electronic documents to be kept are listed below, and the custody period will be based on times set forth in the Company’s rules for document management. • Minutes from the general shareholders’ meeting and related materials • Minutes from Board of Directors’ meetings and related materials • Minutes from meetings chaired by directors and related materials • Key documents relating to other executive duties • Internal memos passed around to directors to obtain overall approval of a decision

b. Directors and general managers will provide these documents whenever an auditor, or someone working on an audit at the instruction of an auditor, asks to look at or copy a document deemed necessary to the audit.

14 (3) Ensuring efficient execution of directors’ duties

a. President will require all directors to execute their duties, based on a division of duties and in line with the authority allocated to directors to undertake said duties.

b. Important matters that impact the operations of the Company or the Group as a whole will be clarified by directors or general managers at regularly scheduled reporting sessions with directors in attendance. If an obstacle to the efficient execution of duties exists, a solution will be presented to the appropriate executive forum.

(4) Other measures to control risk leading to losses

a. To preempt the appearance of risk leading to losses that would impede sustainable corporate development, the Company has established a structure to prevent risks from turning into crises. This structure centers on the In-House Improvement Committee and an in-house hotline for reporting alleged illegal activities or socially unacceptable behavior by directors or employees.

b. Directors ascertain the status of risk management efforts in their respective areas of responsibility and provide updates at regularly scheduled reporting sessions. The risk of losses and measures to control such risk are always under the direct review of members of reporting sessions.

c. If information were to leak out or an emergency, such as an accident or natural disaster, were to arise, an emergency response team would convene immediately under the direction of the president to ensure a swift and accurate response to the situation.

d. The Company will deal only with companies that are approved in accordance with investigations conducted based on rules. If, after a business relationship commences, a company is found to be an antisocial forces, the business relationship will be terminated immediately to preclude the establishment of any and all business relationships with antisocial forces, which seek financial gain through such means as violence, pressure and fraudulent schemes.

(5) Ensuring fair business practices of listed companies and the Aderans Group (parent company and subsidiaries)

a. Transactions between companies under the Group umbrella must be appropriate and comply with prevailing laws, accounting principles, tax requirements, and social standards, as well as in-house management rules for affiliated companies.

b. At meetings for overseas affiliates and so on, the president will indicate the direction of Group policy and the path that should be taken in executing operations. Local executives will implement said policy and ensure that operations follow the designated path.

c. While respecting the autonomy of each company, the Treasury Office and the Related Business Management Office at Aderans’ Holdings’ headquarters will verify budgets and the success of business plans on a quarterly basis.

d. To promote efficient and appropriate business activities at core companies, a horizontal structure is in place to verify the status of business activities and the suitability of such activities to Group direction and the standards in respective markets.

e. To expedite effective, accurate audits of the Group’s consolidated businesses, standing corporate auditors, who were selected as corporate auditors of the core companies, will maintain a close relationship with the Company’s accounting firm, as well the Treasury Office, and the Related Business Management Office at Aderans Holdings’ headquarters

(6) Matters related to the system for employees asked by auditors to assist in directors’ audits and these employees’ neutrality vis-à-vis directors

a. Auditors may ask the Group Auditing Office to provide items pertinent to the execution of an audit. In addition, depending on the importance of a specific audit, auditors may require the assistance of employees to facilitate the process, and in such cases, directors must cooperate with auditors’ assistants.

b. Employees asked by corporate auditors to provide items pertinent to the execution of an audit shall accept neither guidance nor orders from directors or the manager of the Group Auditing Office that pertain to the execution of said audit.

c. Auditors will provide directors with reports on the business skills and work attitudes of the employees who assist them, and directors will include these reports in their evaluation of the employees.

(7) System for directors and employees to report to auditors or the Board; other systems for reporting to auditors

Reports to auditors cover the following items: • Reports on handling responses in the event risks of the Group, such as accidents or natural disasters, arise. • Status reports on audits by the Group Auditing Office. • Reports containing questions from auditors and confirmed answers. • Other items that require reports from directors and general managers.

(8) System to verify effective execution of other audits a. The Company has established a system to effectively execute corporate audits -- that is, audits of the holding company -- by assigning its fulltime auditors to concurrent positions as corporate auditors at core companies.

b. The Council of Auditors, which comprises auditors from core companies, ensures a common, Groupwide direction with regard to audits.

16 (9) Basic concept and status of measures to eliminate antisocial forces The Company takes a firm stand against dealings with antisocial forces and knows that responding to a situation honestly, without secret deals to conceal the truth—even if the truth is detrimental to the Company—will actually benefit both the Company and its stakeholders. Therefore, the Company and all members of the Group strive to preclude the establishment of any and all business relationships with antisocial forces, which seek financial gain through such means as violence, pressure and fraudulent schemes. The Company gathers information about antisocial forces from relevant government agencies, regional authorities and business associations and shares the information with members of the Group to ensure greater awareness of antisocial activities. Before certain transactions, such as purchasing from new suppliers, may commence, the Company will investigate these companies, based on internal rules, and deal only with those whose status is confirmed through internal procedures. If, after a business relationship commences, a supplier is found to be an antisocial element, the business relationship will be terminated immediately, the relevant agency or organization will be contacted, and an appropriate course of action will be implemented. During training, particularly for new recruits and recently promoted individuals, the Company uses actual contact situations to emphasize the danger of dealing with antisocial forces, points out actions taken by the response consultation unit, which handles these situations, and underlines the importance of quickly reporting contact by an antisocial element if it should occur. If an antisocial element contacts an executive or an employee and makes an inappropriate request, a companywide response will be implemented, and the response consultation unit will immediately call on outside professionals as well as legal advisers to ensure the safety and well-being of the employees who are addressing or will address the situation. An alert will be issued in-house and to members of the Group, when necessary.

7． Basic Policy on Control of Stock Companies

Measures for countering large-scale acquisition of the Company’s shares (hereafter, “the Plan”) were approved at the general shareholders’ meeting on May 24, 2007.

1. Management’s Thoughts on the Plan 1.1 Purpose of the Plan The Plan will, in the event an offer is made to acquire a large number of corporate shares, serve to secure the necessary information and time for shareholders to form an appropriate decision, as well as enable the Company to ensure and further enhance corporate value and the common interests of shareholders by facilitating negotiations with potential buyers from the perspective of maximum corporate value and greatest benefit to shareholders and by giving the Board of Directors the opportunity to present alternative proposals.

1.2 Efforts toward ensuring and enhancing the Company’s corporate value and the common interests of its shareholders The Company has reinforced efforts to improve corporate value, taking an approach that emphasizes corporate value of the Group and common interests of shareholders in determining the best choices.

(i) Formulate new plan to enhance corporate value On March 1, 2005, the Company embarked on a medium-term management plan, which concluded in fiscal 2008, ended February 29, 2008. Given the fiscal results and other business circumstances that characterized fiscal 2007, ended February 28, 2007, the Company analyzed market conditions and meticulously examined issues that plagued operations, and then reviewed prevailing business strategies to formulate a business plan that would dramatically boost corporate value. The Company utilized this plan in drafting the next medium-term management plan. The key points of new measures to enhance corporate value are provided below.

a. DSDomestic Core Business Reinforce advertising content and improve presentation; ensure consistency in basic business practices at all salons; remodel salon interiors; elevate service quality.

b. Fontaine Business Accelerate the opening of directly operated salons and corners in department stores to capitalize on latent demand; ensure consistent application of the client maintenance manual and a thorough understanding of its contents; promote Aderans products.

c. Overseas Core Business Expand market shares through organic growth and mergers and acquisitions; distinguish products from the competition; reinforce business through wholesale channels; execute full-scale entry into uncharted territory, particularly Northern and Eastern Europe and other parts of Asia.

d. Hair-Transplant Business Further accelerate the already aggressive pace of clinic establishment, including mergers and acquisitions, especially in North America; boost contract ratio by standardizing the skills of counselors; increase advertising budget.

Note: At the Board of Directors meeting on April 17, 2008, resolutions were passed that changed the content of (i) Formulate new plan to enhance corporate value above. The changes are described below. The Company recently drafted a new medium-term management plan aimed at improving corporate value over the next three fiscal years -- fiscal 2008 through fiscal 2011 -- from March 1, 2008 through February 28, 2011. Management duly considered the fact that consolidated results for the fiscal year ended February 29, 2008, were considerably below the numerical targets of the previous medium-term management plan, which ran from March 2005 through February 2008, and seeking to elicit a radical improvement in corporate value through the transition to a holding company structure in September 2007, management meticulously analyzed the challenges characterizing the current business environment and the status of existing operations and determined appropriate courses of action that have been incorporated into the plan as business strategies. Seeking to achieve the basic direction stated in the medium- term management plan, the Company will implement segment- specific business directions, based on the following medium-term management directions for the Group.

1) Strengthen marketing capabilities to anticipate changes in demand. 2) Utilizing the building blocks of client trust, pursue and realize Group synergies highlighting products. 3) Define and establish a growth platform primed for a major leap forward in business. 4) Identify the best practices for consistently raising corporate value and share them throughout the Group for widespread success. 5) Ensure thorough management of processes for every business activity.

(ii) Radical enhancement of corporate governance Greater management transparency and improved corporate governance are indispensable to higher corporate value of the Group and to underpinning the common interests of shareholders. Therefore, the Company appointed five outside directors -- a former Supreme Court Justice, a professor of postgraduate school, corporate manager and a person who has specialized financial knowledge and experience in corporate finance and taxation matters – all of whom are highly independent of the Company and whose election to the Board of Directors brought this body to nine members and fostered greater management transparency and objectivity. Furthermore, to make directors more accountable to shareholders, the Company reduced the term of office for directors, to one year from the current two years.

(iii) Emphasis on return to shareholders A top management priority of long standing is the return of profits to shareholders. With the primary goal to maintain stable dividends and raise the payout ratio, the Company seeks a payout ratio of 30% and a gross shareholder return ratio of 50%, with both percentages based on consolidated net income. However, all of consolidated net income will be applied to the shareholder return ratio through cash dividends and treasury stock buybacks until fiscal 2008. The Company expects to maintain shareholder returns, based on the aforementioned policy.

Note: In regard to (iii) Emphasis on return to shareholders above, a resolution based on the new medium-term management plan was passed at the Board of Directors’ meeting on April 17, 2008, to raise the payout ratio and the gross shareholders return ratio to 50% and 100% of consolidated net income, respectively.

2. Plan details

2.1 Plan outline (a) Establishment of procedures for triggering the Plan In the event of a proposal involving acquisition of the Company’s shares or a similar action or proposals, excluding those deemed friendly by the Company’s Board of Directors, (hereafter, “the Acquisition”), the Plan sets out procedures for presenting information, such as alternative schemes and counterproposals by the Company’s management to shareholders, and for conducting negotiations with the person effecting the Acquisition (hereafter, “the Acquirer”). Furthermore, the Plan allows for requests to the Acquirer to provide information relating to the Acquisition in advance, and for securing sufficient time to collect information with respect to the Acquisition and to give it full consideration (for details see below at 3.2, “Procedures for triggering the Plan”).

(b) Use of a gratis allotment of Stock Acquisition Rights If an Acquirer effects an Acquisition without following the procedures set out in the Plan or otherwise acts in a way that is deemed to be harmful to the Company’s corporate value or the common interests of its shareholders, the Company will allot stock acquisition rights having an exercise condition preventing the Acquirer to exercise and an acquisition provision to the effect that the Company may acquire stock acquisition rights from persons other than the Acquirers in exchange for shares in the Company (“Stock Acquisition Rights”) by means of a gratis allotment of stock acquisition rights (prescribed by Article 277 onwards of the Corporation Law of Japan) to all shareholders at that time.

(c) Use of the Independent Committee to eliminate arbitrary decisions by directors In order to eliminate directors’ arbitrary decisions relating to the implementation or non-implementation of the gratis allotment of Stock Acquisition Rights, or the acquisition of Stock Acquisition Rights, the Plan is monitored by an independent committee, which comprises members independent from the Company’s management, including an outside director of the Company, an outside corporate auditor of the Company and an outside expert, such as a company owner with significant past achievements, a person retired from government office, a specialist in the investment banking business, a lawyer, a certified public accountant, or an academic faculty member. We also disclose information about the Plan to shareholders to ensure transparency.

(d) Exercise of Stock Acquisition Rights and the Company’s acquisition of Stock Acquisition Rights If a gratis allotment of Stock Acquisition Rights were to take place in accordance with the Plan and either shareholders other than the Acquirer exercise Stock Acquisition Rights or shareholders other than the Acquirer receive shares in the Company in exchange for the Company acquiring Stock Acquisition Rights, then it would be possible for the ratio of Company shareholder voting rights held by the Acquirer to be diluted by up to maximum 50%.

2.2 Procedures for triggering the Plan

(a) Targeted acquisitions The Plan will apply in cases where there is an Acquisition that falls under (i) or (ii) below:

(i) An Acquisition that would result in the holding ratio of share certificates, etc. of a holder amounting to 30% or more of the issued share certificates, etc., by the Company; or

(ii) A tender offer that would result in the owning ratio of share certificates, etc. of share certificates, etc. relating to the

tender offer and the owning ratio of share certificates, etc. of a person having a special relationship totaling at least 30% of the share certificates, etc., issued by the Company.

(b) Request to the Acquirer for the provision of information Excluding acquisitions determined by the Company’s Board of Directors to be friendly acquisitions, the Company will require any Acquirer conducting an Acquisition described above at 3.2(a) to submit to the Company in a form prescribed by the Company and before effecting the Acquisition, necessary information for examination by the Company as described in each item of the list below (hereafter, “Essential Information”) and a written undertaking that the Acquirer will upon the Acquisition comply with the procedures established by the Plan (hereafter, the “Acquisition Statement”). If the Company receives an Acquisition Statement, the Company’s Board of Directors will promptly provide it to the Independent Committee. If the Independent Committee judges that the content of the Acquisition Statement fails to satisfy the requirements of Essential Information, it may fix a deadline for response and request, either directly or indirectly, by which the Acquirer must additionally provide Essential Information. In such case, the Acquirer should additionally provide Essential Information within the stated time limit.

(c) Independent Committee consideration Upon taking receipt of the information from the Acquirer and the Company’s Board of Directors (if the Independent Committee requested the Company’s Board of Directors to provide information as set out above), the Independent Committee should conduct its consideration of the Acquirer’s Acquisition terms, information collection on the business plans and other information of the Acquirer and the Company’s Board of Directors and comparison thereof, and consideration of any alternative proposal presented by the Company’s Board of Directors, and the like until the expiration of a period of 60 days as a general rule from such receipt (provided, however, that in the case described below at 3.2(d)(iii) or the like, the Independent Committee may extend this period (hereafter, the “Independent Committee Consideration Period”)). When the Independent Committee makes a demand, directly or indirectly (for example, to provide materials or information, or for talks or negotiations to ensue), the Acquirer must comply with the request promptly. Moreover, the Acquirer cannot start any acquisition proceedings until the Independent Committee has completed the prescribed term for consideration. To ensure that the Independent Committee’s decision upholds the Company’s corporate value and the common interests of its shareholders, the Independent Committee may at the cost of the Company obtain advice from independent third parties (including financial advisers, certified public accountants, lawyers, consultants or any other experts). Respecting the rule of timely disclosure regulation, the Company will at a time the Independent Committee considers appropriate, disclose the fact and any matters considered appropriate by the Independent Committee out of Essential Information or other information.

22 (d) Independent Committee procedures for recommendation, etc. If an Acquirer emerges, the Independent Committee will make recommendation to the Company’s Board of Directors or take other actions in accordance with the following procedures. If the Independent Committee makes any of the resolutions for recommendation to the Company’s Board of Directors or otherwise as listed in 3.2(d)(i) through 3.2(d)(iii) below, or otherwise believes it to be appropriate, the Independent Committee shall disclose an outline of the recommendation or the like and any other matters that the Independent Committee considers appropriate (in the case of extending the Independent Committee Consideration Period, including the period of and reason for such extension), promptly after the resolution.

(i) The Independent Committee recommends triggering the Plan If the Acquirer fails to comply with the procedures set forth in the Plan, or if otherwise as a result of the consideration of the terms of the Acquirer’s Acquisition the Independent Committee determines that the Acquisition by the Acquirer meets any of the requirements set out below at 3.3, “Requirements for the gratis allotment of Stock Acquisition Rights” and that the implementation of the gratis allotment of Stock Acquisition Rights is reasonable, it will recommend the implementation of the gratis allotment of Stock Acquisition Rights to the Company’s Board of Directors, regardless of whether the Independent Committee Consideration Period has commenced or ended.

(ii) The Independent Committee recommends non-triggering of the Plan If, as a result of its consideration of the terms of the Acquirer’s Acquisition and discussion, negotiation or the like with the Acquirer, the Independent Committee determines that the Acquisition by the Acquirer does not meet any of the requirements set out below at 3.3, “Requirements for the gratis allotment of Stock Acquisition Rights,” or that the implementation of the gratis allotment of Stock Acquisition Rights is not reasonable even if the Acquisition by the Acquirer does meet one of the requirements set out in 3.3 below, it will recommend the non-implementation of the gratis allotment of Stock Acquisition Rights to the Company’s Board of Directors, regardless of whether the Independent Committee Consideration Period has ended. However, even after the Independent Committee has already made one recommendation for the non-implementation of the gratis allotment of Stock Acquisition Rights, if there is a change in the facts, information or otherwise upon which a recommendation decision was made and the situation has come to satisfy the requirements set out in the first paragraph of (i) above, the Independent Committee may make a new decision including a recommendation on the implementation of the gratis allotment of Stock Acquisition Rights, and recommend that decision to the Company’s Board of Directors.

(iii) The Independent Committee defers triggering the Plan If it does not reach a recommendation for either the implementation or non-implementation of the gratis allotment of Stock Acquisition Rights by the expiry of the initial Independent Committee Consideration Period, the Independent Committee will, to the reasonable extent considered necessary for actions such as consideration of the terms of the Acquirer’s Acquisition, negotiation with the Acquirer and consideration of an alternative proposal, pass a resolution to extend the Independent Committee Consideration Period (and any extension of the new period after a period has been extended will follow the same procedure). If the Independent Committee Consideration Period is extended as a result of the resolution described above, the Independent Committee will continue with its information collection, consideration process and like activities, and endeavor to make a recommendation for the implementation or non- implementation of the gratis allotment of Stock Acquisition Rights within the extended period.

(e) Resolutions of the Board of Directors The Company’s Board of Directors, in exercising its role under the Corporation Law, will promptly pass a resolution relating to the implementation or non-implementation of a gratis allotment of Stock Acquisition Rights taking into consideration any recommendation of the Independent Committee described above. The Acquirer must not effect an Acquisition until the Company’s Board of Directors passes a resolution for the non-triggering of the Plan. Promptly after passing such a resolution, the Company’s Board of Directors will disclose an outline of its resolution, and any other matters that the Board of Directors considers appropriate.

2.3 Effective period, abolition and amendment of the Plan Conditioned upon the approval of shareholders at the Annual Meeting, the effective period of the Plan is until the conclusion of the general shareholders’ meeting for the last item of the business year that ends within three years of the Annual Meeting. (Passed at the 38th general shareholders’ meeting on May 24, 2007.) However, if, even before the expiration of the Effective Period, the Company’s general shareholders’ meeting or the Board of Directors passes a resolution to abolish the Plan, the Plan shall be abolished at that time. The Plan will be abolished in the event shareholders do not give their approval at the Annual Meeting. Note that, subject to the approval of the Independent Committee, the Company’s Board of Directors may revise or amend the Plan even during the Effective Period of the Plan. If the Plan is abolished, amended or the like, the Company will promptly disclose facts including the fact that such abolition, amendment or the like has taken place, and (in the event of an amendment or the like) the details of the amendment or the like and any other matters.

3. Rationale of the Plan 3.1 Fully satisfying the requirements of the Guidelines for Takeover Defense Measures The Plan fully satisfies the three principles (three principals: to ensure and enhance corporate value; to be in the common interest of shareholders, disclosure in advance and shareholders’ will; and to be necessary and appropriate) set out in the Guidelines Regarding Takeover Defense Measures for the Purposes of Ensuring and Enhancing Corporate Value and Shareholders’ Common Interests released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005.

3.2 Introduction to ensure and enhance of corporate value and the common interest of shareholders The objective of the Plan’s introduction is to ensure and enhance corporate value and to secure the common interest of shareholders. For this, the Plan makes it possible for the Company to secure the necessary information and the time for its shareholders to examine any acquisition proposals, and will enable the Board of Directors of the Company to present a counterproposal, or for the Company to negotiate with the acquirer for shareholders of the Company.

3.3 To Respect Shareholders’ Will The Plan was introduced with the approval of shareholders voting at the 38th general shareholders’ meeting on May 24, 2007. Moreover, if the abolition of the Plan is resolved at the general shareholders’ meeting of the Company, the Plan shall be abolished even if before the expiration of term of the Plan. In this way, the shareholders’ will be respected with regard to the continued existence of the Plan.

3.4 Disclosure of information and the decisions of Independent Committee comprising outside directors and outside auditors who are highly independent of the Company’s executive team In introducing the Plan, the Company established the Independent Committee as an organization that will eliminate arbitrary decisions by the Board of Directors and its directors, and objectively carry out the substantive decisions on behalf of the shareholders in the event of triggering, abolition or other operation of the Plan. To better secure the fairness and neutrality of decisions regarding bidders and their bids from the perspective of shareholders independent of the Company’s executive team, the Independent Committee is composed of only three outside directors and two outside corporate auditors who are highly independent of the Company. If an Acquisition of shares in the Company were to actually occur, this Independent Committee would make determinations, as to whether or not the Acquisition would have a detrimental effect on the corporate value of the Company and the common interests of shareholders. And the Independent Committee will disclose outlines of its decisions to the shareholders, and will ensure a structure under which the Plan is only operated in a transparent way to the extent contributing to the corporate value of the Company and the common interests of its shareholders.

3.5 Establishment of reasonably objective requirements It can be said that the Plan is established so that it will not be triggered unless reasonable and detailed objective requirements have been satisfied, and ensures a structure to eliminate arbitrary triggering by the Company’s board of directors.

3.6 Obtaining the advice of third-party experts If an Acquirer emerges, the Independent Committee may seek to obtain the advice of independent third parties (financial advisors, certified public accountants, lawyers, consultants and other experts) at the cost of the Company. This is a mechanism to even more securely enhance the objectivity and fairness of the decisions made by the Independent Committee.

3.7 No dead-hand or slow-hand takeover defense measures The Plan is designed in a way so that it may be abolished by a person who has acquired a large number of share certificates of the shares in the Company through nomination and election, at a general shareholders meeting of the Company, of directors so-nominated by that person. Therefore, the Plan is not a dead-hand takeover defense measure (a takeover defense measure in which even if a majority of the members of the board of directors are replaced, the triggering of the measure cannot be stopped). Also, as the Company has not adopted a staggered board, the Plan is not a slow-hand takeover defense measure either (a takeover defense measure in which triggering takes more time to stop due to the fact that the directors cannot be replaced all at once).

END

Note: If the yen and dollar amounts, number of shares and other figures presented in these materials are less than the unit indicated, they are truncated.

26 Consolidated Balance Sheets (As of February 28, 2009, and February 29, 2008)

(Millions of yen) Assets

Fiscal 2009 Fiscal 2008 (As of February (As of February 28, 2009) 29, 2008) CURRENT ASSETS 27,700 33,288 Cash and time deposits 9,941 14,138 Notes and accounts receivable - trade 5,471 5,944 Marketable securities 4,392 3,905 Inventories 4,513 4,903 Deferred tax assets 1,268 1,619 Others 2,161 2,916 Allowance for doubtful accounts (48) (139) FIXED ASSETS 48,402 57,063 Tangible fixed assets 25,966 27,600 Buildings and structures 12,428 13,137 Land 11,133 11,291 Others 2,404 3,171 Intangible fixed assets 4,932 8,825 Goodwill 1,327 4,289 Others 3,605 4,536 Investments and other fixed assets 17,503 20,637 Investment securities 5,493 9,783 Guarantee deposits 3,982 4,012 Deferred tax assets 4,458 2,958 Others 3,728 5,185 Allowance for doubtful accounts (157) (1,302) TOTAL ASSETS: 76,102 90,352

Note: Amounts less than one million yen are omitted.

(Millions of yen) Liabilities and Net Assets Fiscal 2009 Fiscal 2008 (As of February (As of February 28, 2009) 29, 2008) CURRENT LIABILITIES 9,995 13,258 Notes and accounts payable- trade 1,236 1,224 Short-term debt 960 - Accrued corporate and other taxes 406 2,168 Deferred tax liabilities 2- Allowances for employees’ bonuses 1,252 1,458 Allowances for directors’ bonuses - 10 Warranty reserve 145 165 Allowance for returned goods 91 119 Allowance for losses on liquidation of 0151 affiliates Allowance for losses on liabilities for 24 - guarantee to affiliates Advances received 2,157 2,964 Others 3,717 4,996 FIXED LIABILITIES 4,763 6,667 Bonds - 170 Long-term debt 44 605 Long-term accounts payable 57 781 Deferred tax liabilities 69 Allowance for employees’ severance 3,058 3,347 and retirement benefits Others 1,595 1,752 TOTAL LIABILITIES 14,758 19,925 NET ASSETS: Shareholders’ equity: 65,292 69,598 Common stock 12,944 12,944 Capital surplus 13,157 13,157 Earned surplus 48,225 52,528 Treasury stock (9,034) (9,030) Other comprehensive income (4,036) 749 Unrealized gains (losses) on other (145) 9 marketable securities Foreign currency translation (3,891) 740 adjustments Stock acquisition rights -0 Minority Interests 88 77 TOTAL NET ASSETS 61,344 70,426 TOTAL LIABILITIES AND NET 76,102 90,352 ASSETS Note: Amounts less than one million yen are omitted. 28 Consolidated Statements of Income (March 1, 2008 to February 28, 2009, and March 1, 2007 to February 29, 2008)

(Millions of yen) Fiscal 2009 Fiscal 2008 (Ended (Ended February 28, February 29, 2009) 2008) Net sales 70,463 74,998 Cost of sales 14,881 15,465 Gross profit 55,582 59,533 Selling, general and administrative expenses 53,074 55,467 Operating income 2,508 4,066 Non-operating income 1,027 1,093 Interest and dividends received 295 336 Others 731 757 Non-operating expenses 1,062 752 Interest paid 81 98 Others 981 654 Recurring profit 2,472 4,407 Extraordinary income 233 303 Gain on sales of fixed assets 5280 Others 227 22 Extraordinary expenses 4,340 1,766 Losses on sale of fixed assets 20 128 Losses on disposal of fixed assets 330 188 Impairment loss 2,138 393 Unrealized loss on investment securities 1,504 109 Transfer to allowance for doubtful accounts 3676 Transfer to allowance for losses on liquidation -151 of affiliates Others 342 117 Income before income taxes or loss before (1,634) 2,944 income taxes Income taxes --- current 2,069 2,519 Income taxes --- deferred (1,514) 79 Minority interests 16 244 Net income or net loss (2,172) 590 Note: Amounts less than one million yen are omitted.

Consolidated Statements of Changes in Shareholders’ Equity (March 1, 2008 to February 28, 2009) (Millions of yen) Shareholders’ Equity Total Item Common Capital Earned Treasury Shareholders’ stock surplus surplus stock Equity Balance, at February 29, 12,944 13,157 52,528 (9,030) 69,598 2008 Changes during fiscal

2009 Dividends from surplus (2,129) (2,129) Net loss (2,172) (2,172) Purchases of treasury (4) (4) stock Disposal of treasury (0) 1 0 stock Net changes in items other than shareholders’

equity during fiscal 2009 Net changes during fiscal ― ― (4,302) (3) (4,306) 2009 Balance, at February 28, 12,944 13,157 48,225 (9,034) 65,292 2009

(Millions of yen) Unrealized Gains (Losses) on Total Net Securities and Foreign Currency Assets Translation Adjustments Stock Unrealized acquisition Minority Item gains Foreign rights Interests (losses) on currency Net

other translation change marketable adjustments securities Balance, at February 29, 9 740 749 0 77 70,426 2008 Changes during fiscal 2009 Dividends (2,129) from surplus Net loss (2,172) Purchases of treasury (4) stock Disposal of treasury 0 stock Net changes in items other than (155) (4,631) (4,786) (0) 10 (4,776) shareholders’ equity during fiscal 2009 Net changes during fiscal (155) (4,631) (4,786) (0) 10 (9,082) 2009 Balance, at February 28, (145) (3,891) (4,036) ― 88 61,344 2009 Note: Amounts less than one million yen are omitted.

30 Notes to Consolidated Financial Statement Basis for Preparation of Consolidated Financial Statements 1. Scope of consolidation (1) There are 35 consolidated subsidiaries in the Aderans Group. Major consolidated subsidiaries are listed below. Aderans Co., Ltd. FONTAINE Co., Ltd. ADN Co., Ltd. Aderans America Holding, Inc. (overseas subsidiary) Aderans Europe B.V. (overseas subsidiary) Aderans Thai Ltd. (overseas subsidiary)

In fiscal 2009, Best Move Co., Ltd. was excluded from the scope of consolidation, since it was acquired by an overseas subsidiary.

(2) There are no important non-consolidated subsidiaries. The effects of non-consolidated subsidiaries’ and affiliates’ accounts on consolidated results would be negligible, hence their result excluded from the scope of consolidation.

2. Application of equity method The equity method has not been adopted for non-consolidated subsidiaries, as their effects on the consolidated financial statements would be negligible.

3. Fiscal terms of consolidated subsidiaries Of consolidated subsidiaries, ADN Co., Ltd., Hair Trust Holdings, Co., Ltd., Samson Co., Ltd., and Nodin, Co., Ltd., and the 29 overseas subsidiaries close their fiscal years on December 31. However, the gaps between the fiscal year ends of each company do not exceed a period of three months. For this reason, in preparing its consolidated financial statements, the Company has used their financial data as of December 31. Major translations that occurred from their fiscal year-end, Dec., 31, to the consolidated fiscal year-end, February 29, have been reconciled appropriately in the consolidated accounts.

4. Accounting Principles and Methods

(1) Principles and methods of valuation of important assets a. Securities Bonds to be held until maturity: Amortized cost method (straight line method) Stocks of subsidiaries: Cost recorded using the moving-average method Other securities: Securities quoted on exchanges: Market value method based on market value at fiscal year end. Appraisal differences are dealt with by means of the direct capital influx method, with cost of securities sold calculated with the moving average method. Securities not quoted on exchanges: Cost recorded using the moving average method

b. Inventories Goods and products: With respect to Aderans Co., Ltd., custom-made wigs are accounted for by the unit cost method, ready-made wigs by the weighted average cost method, and other goods and products by the last invoice method. At domestic consolidated subsidiaries, the moving average cost method is most commonly used. Overseas consolidated subsidiaries use either the first-in first-out (FIFO) cost method or the moving-average cost method. Raw materials and work in process: Consolidated subsidiaries use either the first-in first-out cost method or the moving-average cost method. Supplies: The unit cost method is applied to supply materials, with other supplies mainly being accounted for with the last invoice cost method. However, overseas consolidated subsidiaries use the first-in first-out cost method.

(2) Depreciation of important fixed assets

Tangible fixed assets: These assets are primarily accounted for with the declining- balance method, although buildings (excluding annexes) acquired since April 1, 1998, are accounted for with the straight-line depreciation method. The straight-line method is also applied to certain domestic consolidated subsidiaries. The tangible fixed assets of overseas consolidated subsidiaries are primarily accounted for with the straight- line method. Estimated useful life of principal items are as follows: Buildings and structures: 13-47 years (Additional Information) With regard to tangible fixed assets acquired on or before March 31, 2007, the domestic consolidated subsidiaries of the Company equally amortize the difference between the amount equivalent to 5% of the acquisition value and the reminder value over a period of five years and include the amount in depreciation expenses, starting from the following consolidated fiscal year of the consolidated fiscal year when the value of assets reached 5% of the acquisition value as a result of the application of the depreciation method based on the Corporate Tax Law before the revision. The effects of this are negligible. Intangible fixed assets: The straight-line method is applied. Software for in-house use is accounted for with the straight- line method over the estimated useful life (five years). Long-term prepaid expenses: Equal depreciation Lease assets concerning finance lease transactions, except for those transactions where ownership of the leased property is considered to be transferred to the lessee: These lease transactions are accounted for over the lease terms without residual value. Lease transactions that commenced before the application of the “Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan Statement No. 13) and the “Implementation Guidance on Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan Guidance No. 16) are accounted for in the same manner as rent transactions.

32 (3) Standards for important allowances

a. Allowance for doubtful accounts: To prepare against credit losses, the Company makes additions to this allowance on the basis of loan loss ratios for standard loans, and on an individual basis for loans considered unlikely to be repaid in full. For overseas consolidated subsidiaries, the estimated uncollectable amount for individual accounts is added. b. Allowance for bonus to employees: To prepare for bonus payments to employees, Aderans Holdings and its domestic consolidated subsidiaries make additions to the allowance in accordance with the estimated amounts payable. c. Allowance for product warranties: To prepare for expenses arising from free warranties on goods and products sold, the consolidated subsidiary, Aderans Co., Ltd. adds an appropriate amount based on past experience. d. Allowance for returned goods: Consolidated subsidiary FONTAINE Co., Ltd., makes provisions in order to account for losses due to returns of sold products. Amounts of the allowance for returned goods are calculated by multiplying the average returned goods ratios of the current period and previous fiscal year by the gross profit margin of the current period, and adding this total to the balance of accounts receivable. e. Retirement benefits allowance — employees The Company, its domestic consolidated subsidiaries and some of its overseas subsidiaries have recorded retirement benefits based on projected benefit obligations and plan assets at the balance sheet date as a reserve for retirement benefits for employees. Past service debt is expensed in the consolidated accounting period in which it occurs by the straight-line method within a fixed period (five years) for the estimated average remaining life of service by employees. Actuarial difference is expensed in the consolidated accounting period following that in which it occurs by the straight-line method within a fixed period (five years) for the estimated average remaining life of service by employees. f. Allowance for losses on liquidation of affiliates Consolidated subsidiary Samson, has reported the reasonably estimated amounts of loss of expected to incur in the future due to liquidation of affiliates g. Allowance for losses on liabilities for guarantee to affiliates To provide for losses on liabilities for guarantee to an affiliate, consolidated subsidiary Samson Co., Ltd. has reported the reasonably estimated amount of loss expected to incur, in consideration of the financial statements and other factors of the said company.

(4) Translation of assets and liabilities denominated in foreign currencies into yen Assets and liabilities denominated in foreign currencies are converted into yen at the rates of exchange in effect at the end of the consolidated period, with translation differences treated as gains or losses. The assets and liabilities of overseas consolidated subsidiaries are also converted into yen at the rates of exchange in effect at the end of the current fiscal year. Income, losses, and expenses are converted into yen using average exchange rates over the period in question, and translation differences are recorded in the net assets section of the balance sheets under foreign currency translation adjustments.

(5) Accounting methods pertaining to important lease transactions Lease transactions that commenced before the application of the “Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan Statement No. 13) and the “Implementation Guidance on Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan Guidance No. 16) are accounted for in the same manner as rent transactions.

(6) Consumption and other taxes The Company applies the tax-exclusion accounting method to national and local consumption taxes.

5. Valuation of assets and liabilities of consolidated subsidiaries The assets and liabilities of the consolidated subsidiaries are valued using the full mark-to-market method.

[Changes in Basis for Preparation of Consolidated Financial Statements] (Accounting methods pertaining to lease transactions except for those transactions where ownership of the leased property is considered to be transferred to the lessee) Since the “Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan Statement No. 13) and the “Implementation Guidance on Accounting Standard for Lease Transactions” (Accounting Standards Board of Japan Guidance No. 16) became applicable to financial statements for fiscal years that start on or after April 1, 2007, effective from fiscal 2009, the Company and its consolidated subsidiaries adopted the said accounting standard and its implementation guidance from fiscal 2009. Lease transactions that commenced before the application of the said accounting standard and its implementation guidance are accounted for in the same manner as rent transactions.

[Change in Presentation Method] Balance Sheets “Short-term debt” (¥50 million in fiscal 2008), which was included in “Others” under Current Liabilities in fiscal 2008, is presented separately, since it surpassed one-hundredth of total liabilities and net assets.

34 [Regarding Consolidated Balance Sheets]

1. Pledged assets Buildings and structures ¥29 million Land ¥54 million Total ¥84 million Correlative debts Short-term debt ¥188 million

2. Accumulated depreciation of tangible fixed assets ¥23,991million

3. Contingent liabilities: Debt guarantee of consolidated subsidiaries and others which are guarantee for borrowed money (not for consolidated subsidiaries) from a financial institution are as follows: Central Academy Co., Ltd. ¥44 million.

[Regarding Consolidated Statements of Changes in Shareholders’ Equity]

1. Number of shares outstanding of the Company at February 28, 2009: Common stock 41,713,388 shares

2. Dividends Dividends paid during fiscal 2009 Resolution Type of Total Dividend Record Effective stock Dividends per Share Date Date General shareholders’ Common ¥1,936 February May 30, ¥50 meeting on stock million 29, 2008 2008 May 29, 2008 Board of Directors Common August 31, November meeting on ¥193 million ¥5 stock 2008 19, 2008 October 26, 2008

The effective date for dividends with a record date of fiscal 2009 ended February 28, 2009, shall be a date after the close of books for said consolidated period. Resolution Type of Source of Total Dividend Record Effective (scheduled) Stock Dividends Dividends per share Date Date General shareholders’ Common Earned ¥580 February May ¥15 meeting on stock surplus million 28, 2009 29,2009 May 28,2009

3. Number of shares targeted for stock acquisition right as a stock option at February 28, 2009: 599,600 shares

[Regarding Non-Consolidated Per Share Data] 1. Net assets per share: ¥ 1,582.09 2. Net loss per share: ¥ 56.11

[Significant Subsequent Events] There is no significant information.

[Other] There is no significant information.

36 [Other Notes]

1. Impairment losses Impairment losses of the following asset group were posted in the consolidated accounting period under review.

(1) The main assets on which impairment losses were recognized

Company name and location Application Type Samson Co., Ltd. Business assets Land, buildings and (Shizuoka Prefecture and two (One training facility structures other prefectures) and four regular salons) MHR, Inc. Business assets Goodwill, buildings and (U.S.) (Goodwill, buildings and structures structures)

(2) Reason for the recognition of impairment losses Operating losses are posted continuously, and the total estimate of cash flows in the future is below the book value of each asset group. As a result, the book value of each asset group is discounted up to the collectable amount and the decrease in value of assets is presented under extraordinary expenses as impairment losses.

(3) Impairment loss amounts (Millions of yen) Type Amount Land 24 Buildings and structures 67 Leas asset 4 Other fixed assets 22 Goodwill 1,749 Other Intangible fixed assets 270 Total 2,138

(4) Asset-grouping method In principle, Aderans Holdings Co., Ltd., and its domestic consolidated subsidiaries consider location as well as type of operations in grouping assets. The assets of overseas consolidated subsidiaries are grouped by company.

(5) Calculating recoverable amounts The collectable amount of training facility and goodwill is calculated based on its assessed value by an outside third party. The collectable amounts of other assets are assumed to be zero.

Non-Consolidated Balance Sheets (As of February 28, 2009, and February 29, 2008) (Millions of yen) Assets Fiscal 2009 Fiscal 2008 (As of (As of

February 28, February 29, 2009) 2008) CURRENT ASSETS 6,903 6,132 Cash and time deposits 1,330 623 Marketable securities 4,298 3,905 Inventories 66 Prepaid expenses 24 42 Deferred tax assets 250 75 Others 1,012 1,479 Allowance for doubtful accounts (20) - FIXED ASSETS 53,301 59,054 Tangible fixed assets 12,716 13,316 Buildings 4,037 4,613 Structures 77 88 Vehicle and delivery equipment 12 18 Equipment 54 60 Land 8,535 8,535 Intangible fixed assets 1,840 1,850 Leaseholds 1,812 1,812 Software 10 16 Industrial property rights 11 14 Facility usage rights 55 Investments and other assets 38,743 43,888 Time deposits 2,000 2,000 Investment securities 5,214 9,342 Equity in affiliates 27,044 26,977 Investments in affiliates 162 294 Long-term loans to affiliates 6,272 6,183 Long-term prepaid expenses 7 12 Deferred tax assets 979 819 Others 739 739 Allowance for doubtful accounts (3,677) (2,482) TOTAL ASSETS: 60,204 65,186 Note: Amounts less than one million yen are omitted.

(Millions of yen) Liabilities and Net Assets Fiscal Fiscal 2009 2008 (Ended (Ended February February 28, 2009) 29, 2008) CURRENT LIABILITIES 717 2,830 Accounts payable 120 50 Accrued income taxes 21 - Accrued expenses 13 11 Deposits received 21 19 Deposits received from affiliates 500 2,700 Allowances for employees’ bonuses 28 30 Others 12 19 FIXED LIABILITIES 121 711 Allowance for employees’ severance and 93 98 retirement benefits Long-term account payable 23 598 Others 4 14 TOTAL LIABILITIES: 839 3,542 NET ASSETS: Shareholders’ equity: 59,507 61,651 Common stock 12,944 12,944 Capital surplus 13,157 13,157 Additional paid-in capital 13,157 13,157 Earned surplus 42,488 44,629 Earned reserve 1,022 1,022 Other reserve 41,466 43,607 Deferred capital gain on sales of buildings 11 12 General reserves 25,000 25,000 Retained Earnings carried forward 16,455 18,594 Treasury stock (9,082) (9,079) Unrealized Gain on Securities and Foreign (141) (6) Currency Translation Adjustments Unrealized gains (losses) on investment securities (141) (6) TOTAL NET ASSETS: 59,365 61,644 TOTAL LIABILITIES AND NET ASSETS: 60,204 65,186 Notes: 1. Amounts less than one million yen are omitted.

Non-Consolidated Statements of Income (March 1, 2008 to February 28, 2009) (Millions of yen) Fiscal 2009 Fiscal 2008 (Ended (Ended February 28, February 29, 2009) 2008) Net sales 1,412 20,804 Cost of sales - 3,776 Gross profit 1,412 17,027 Selling, general and administrative expenses 2,844 17,405 Operating loss 1,431 378 Non-operating income 5,058 3,348 Interest and dividends received 4,225 2,617 Other 832 731 Non-operating expenses 736 735 Others 736 735 Recurring profit 2,890 2,233 Extraordinary income 59 18 Gain on donation of gain on short-term 59 - trading Gain on sales of fixed assets - 18 Extraordinary expenses 3,202 1,571 Losses on sale of fixed assets - 40 Losses on disposal of fixed assets 285 4 Unrealized loss on investment in affiliates 113 113 Unrealized loss on investment securities 1,389 53 Allowance for doubtful accounts 1,215 1,360 Other Extraordinary expenses 199 - Income before income taxes or loss before (252) 680 income taxes Income taxes for prior period (4) - Income taxes --- current 3 219 Income taxes --- deferred (242) 356 Net income or net loss (10) 105 Notes: 1. Amounts less than one million yen are omitted. 2. Net sales has changed, effective on September 1, 2007, following divestiture of the Company’s hair-related business division into a newly established entity

40 Non-Consolidated Statements of Changes in Shareholders’ Equity (March 1, 2008 to February 28, 2009) (Millions of yen) Shareholders’ Equity Capital surplus Earned surplus Voluntary reserve Reserve for Item Common Additional Total Legal deferred stock paid-in Capital General reserve income tax capital surplus reserves on buildings Balance, at February 12,944 13,157 13,157 1,022 12 25,000 29, 2008 Changes during fiscal

2009 Dividends from

surplus Net loss Purchases of treasury

stock Disposal of treasury

stock Reversal from reserve (0) for buildings Net changes in items other than shareholders’ equity during fiscal 2009 Net changes during －－－－ (0) － fiscal 2009 Balance, at February 12,944 13,157 13,157 1,022 11 25,000 28, 2009

(Millions of yen) Unrealized Gain on Securities and Foreign Shareholders’ Equity Currency Translation Adjustments Total Item Earned surplus Net Voluntary Assets Total Unrealized gains reserve Total Treasury Sharehold (losses) on Unappropri earned stocks ers’ investment ated surplus Equity securities retained earnings Balance, at February 18,594 44,629 (9,079) 61,651 (6) 61,644 29, 2008 Changes during fiscal 2009 Dividends from (2,129) (2,129) (2,129) (2,129) surplus Net loss (10) (10) (10) (10) Purchases of (4) (4) (4) treasury stock Disposal of (0) (0) 1 0 0 treasury stock Reversal from reserve for 0 －－－ buildings Net changes in items other than shareholders’ (135) (135) equity during fiscal 2009 Net changes during (2,139) (2,140) (3) (2,143) (135) (2,279) fiscal 2009 Balance, at February 16,455 42,488 (9,082) 59,507 (141) 59,365 28, 2009 Note: Amounts less than one million yen are omitted.

Notes to Non-Consolidated Financial Statements

Significant Accounting Standards

1. Valuation standards and methods (1) Marketable securities Shares of subsidiaries: Cost determined by the moving- average method Held-to-maturity securities: Amortized cost method (straight- line method) Other marketable securities: Securities quoted on exchanges: Fair value based on the quoted market price as of the fiscal year- end (The related unrealized gains or losses are reported as a separate component of shareholders’ equity; cost of securities sold is determined by the moving average method.) Securities not quoted on exchanges: Cost determined by the moving average method

(2) Inventories Supplies: Cost on the basis of last invoice method

2. Depreciation method of fixed assets Tangible fixed assets: Declining balance method. For buildings (excluding building fixtures) acquired after April 1, 1998, straight-line method applies. Main useful lives are as follows: Buildings: 13 to 47 years Structures: 7 to 20 years Equipment: 5 to 8 years (Additional Information) With regard to tangible fixed assets acquired on or before March 31, 2007, the Company equally amortizes the difference between the amount equivalent to 5% of the acquisition value and the reminder value over a period of five years and includes the amount in depreciation expenses, starting from the following fiscal year of the fiscal year when the value of assets reached 5% of the acquisition value as a result of the application of the depreciation method based on the Corporate Tax Law before the revision. The effects of this are negligible. Intangible fixed assets: Software for own use: Straight-line method over the estimated useful lives (5 years) Others Straight-line method Long-term prepaid expenses: Equal-installment depreciation

3. Standards for translation of foreign currency assets and liabilities Pecuniary claims and obligations denominated in foreign currencies are translated into Japanese yen at the spot rates at the fiscal year-end and the translation differences are treated as profits or losses.

4. Standards for allowances (i) Allowance for doubtful accounts: To prepare against credit losses, allowance for doubtful accounts are stated at an amount considered appropriate based on the company’s past credit loss experience for ordinary receivables. For receivables such as those threatened with bankruptcy, allowance is provided for the estimated amount of uncollectable receivables by examining collectible amounts individually. (ii) Allowance for employees’ bonuses: To prepare for bonus payments to employees, an allowance is provided in accordance with the estimated amounts payable. (iii) Employees’ severance and retirement benefits: To prepare for retirement benefits to employees, an allowance is provided based on the estimated amounts of projected retirement benefit obligation and pension assets at fiscal year-end. Actuarial difference is and treated as expenses by the straight-line method over a certain number of years within the period of average remaining years of service of employees at the time of accrual (5 years) and accounted for starting in the following fiscal year.

5. Consumption and other taxes Consumption taxes and local taxes are accounted for by the tax-excluded method.

[Regarding Non-Consolidated Balance Sheets]

1. Accumulated depreciation of tangible fixed assets:¥5,990 million 2. Receivables from subsidiaries: ¥144 million Receivables to subsidiaries: ¥7 million

[Regarding Non-Consolidated Statements of Income]

Transactions with subsidiaries: Sales ¥1,412 million Selling, general and administrative expenses ¥1,224 million Transactions other than ordinary business ¥953 million

[Regarding Non-Consolidated Statements of Changes in Shareholders’ Equity]

Amount of treasury stock at February 28, 2009: Common stock 2,995,260 shares

[Regarding Tax Effect Accounting]

Major factors for the accrual of deferred tax assets and deferred tax liabilities: (1) Deferred tax assets Valuation loss on equity in subsidiaries ¥4,690 million Allowance for doubtful accounts ¥1,498 million Deficit brought forward ¥469 million Loss on valuation of investment securities ¥285 million Loss on retirement of fixed assets ¥116 million Other ¥367 million Sub-total deferred tax assets ¥7,427 million Valuation reserve ¥(6,188) million Total deferred tax assets ¥1,238 million

(2) Deferred tax liabilities Reserve for advanced depreciation of fixed assets ¥7 million Total deferred tax liabilities ¥7 million

(3) Net deferred tax assets ¥1,230 million

[Regarding Non-Consolidated Per Share Data] 1. Net assets per share: ¥ 1,533.28 2. Net loss per share: ¥0.26

[Significant Subsequent Events] There is no significant information.

[Other] There is no significant information.

44 Audit Report of Accounting Auditor on Consolidated Financial Statements (Certified copy originally issued in Japanese)

Independent Auditors’ Report

April 13, 2009 To the Board of Directors of Aderans Holdings Co., Ltd. Kyobashi & Co., Audit Company Yutaka Ishihara Representative and managing partner CPA Toshifumi Kawamura Representative and managing partner CPA Tsukasa Komiyama Representative and managing partner CPA

In accordance with Article 444, Paragraph 4 of the Corporation Law, we, the auditors, have conducted an audit of Aderans Holdings Co., Ltd.’s consolidated financial statements for the fiscal year, from March 1, 2008 through February 28, 2009. That is, we have audited the consolidated balance sheets, the consolidated statements of income, the consolidated statements of changes in shareholders’ equity, and notes to the consolidated financial statements. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to state an opinion on these consolidated financial statements from a perspective independent of the Company.

We conducted our audit in accordance with auditing standards, procedures and practices generally accepted as fair and appropriate in Japan. These standards, procedures and practices require that we plan and perform our audit so as to obtain reasonable assurance that the financial statements are free of material misstatement. Our audit is executed using a testing audit as the standard. It includes an assessment of the accounting principles and application methods used by management as well as significant estimates determined by management, in addition to an examination of overall financial statement presentation. We believe that our audit provides a reasonable basis for establishing an opinion on the accuracy of the Company’s consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the status of financial assets of Aderans Holdings Co., Ltd., and its consolidated subsidiaries at February 29, 2008, as well as consolidated profits and losses for the years covered in said statements, in conformity with accounting principles and practices generally accepted in Japan.

As mandated by regulations set forth in the Certified Public Accountants Law, neither we, the auditors, nor the managing partners have any special interest in the Company.

END

Independent Auditors’ Report

In accordance with Article 436, Paragraph 2, No.1 of the Corporation Law, we, the auditors, have conducted an audit of Aderans Holdings Co., Ltd.’s non- consolidated financial statements for the fiscal year, from March 1, 2008 through February 28, 2009. That is, we have audited the non-consolidated balance sheets, the non-consolidated statements of income, the non-consolidated statements of changes in shareholders’ equity, and notes to the non-consolidated financial statements. These non-consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to state an opinion on these consolidated financial statements from a perspective independent of the Company.

In our opinion, the non-consolidated financial statements referred to above present fairly, in all material respects, the status of financial assets of Aderans Holdings Co., Ltd., at February 29, 2008, and the results of their financial assets as well as profits and losses for the years covered in said statements, in conformity with accounting principles and practices generally accepted in Japan.

As mandated by regulations set forth in the Certified Public Accountants Law, neither we, the auditors, nor the managing partners have any special interest in the Company.

END

46 Corporate Auditors’ Report

The Board of Corporate Auditors has prepared the following report, based on a review of all reports by auditors regarding the execution of directors’ duties, obligations and responsibilities during the 40th financial period, from March 1, 2008 through February 28, 2009

1. Methods and content of audits by auditors and the Board of Corporate Auditors The Board of Corporate Auditors determined auditing policies and assignment of duties to be performed. Auditors reported to the Board of Corporate Auditors on the status of the audit implementation and the results produced, while directors and accounting auditors provided updates on the execution of respective duties. Explanations were provided when necessary. In keeping with standards set by the Board of Corporate Auditors regarding the execution of audits by auditors, auditors worked to ensure open lines of communication with directors and members of the internal auditing division and other divisions to facilitate the collection of relevant information and the establishment of audit-friendly environments. Auditors also attended important meetings, including Board of Directors’ meetings, received updates from directors and employees on the execution of respective duties with explanations when necessary, reviewed material settlement-related documents, and investigated the status of business activities and financial assets at headquarters and major offices. Regarding systems and structures to ensure that the execution of duties by directors conform to prevailing laws and the Company’s articles of incorporation, auditors looked into a resolution by the Board of Directors concerning the establishment of internal control criteria, as required under Article 100, paragraphs 1 and 3 of the Corporation Law, and monitored and verified the status of the internal control system, based on the aforementioned resolution. Auditors also reviewed content, based on the status of discussions by the Board of Directors and other executive bodies, regarding basic policy (Paragraph 1) and measures (Paragraph 2) stipulated under Article 127 of Rules for the Enforcement of the Corporation Law, that were described in the business report. Regarding subsidiary companies, auditors worked to ensure open lines of communication with directors and auditors at these companies to facilitate the exchange of information, and relied on business activity reports when necessary. Accordingly, the Board of Corporate Auditors duly reviewed business reports and attachments for the fiscal year ended February 28, 2009. The Board of Corporate Auditors confirmed the status of accounting auditors - - that is, their independent perspective -- and monitored and verified that accounting audits were being conducted appropriately. Accounting auditors provided updates on the execution of duties and detailed explanations when necessary. The accounting auditors also provided the Board of Corporate Auditors with notification that their firm maintains a system to ensure proper completion of duties, which is addressed in Article 159 of Regulations for Corporate Accounting, in accordance with “Standards for Quality Control of Audits,” issued by the Business Accounting Council on October 28, 2005, and offered supplementary explanations when required. Accordingly, the Board of Corporate Auditors duly reviewed non- consolidated financial documents -- that is, balance sheets, statements of income, statements of changes in shareholders’ equity, and notes to non-consolidated financial statements -- and attachments as well as consolidated financial documents -- namely, balance sheets, statements of income, statements of changes in shareholders’ equity, and notes to consolidated financial statements -- for the fiscal year ended February 28, 2009.

2. Audit results (1) Results of audits on business report and attachments a. The business report and the attachments fairly reflect the status of the Company, in accordance with laws and the Company’s articles of incorporation. b. No serious cases of misconduct were found in the execution of directors’ duties nor were any significant legal violations or contravention of the Company’s articles of incorporation detected. c. The resolution passed by the Board of Directors regarding the internal control system was deemed to be sufficient, and no problems were noted in the execution of duties by directors pursuant to said internal control system. d. No critical issues were noted in the basic policy regarding the people who shoulder principal authority for decisions on the business activities and financial assets of the Company that were described in the business report. Measures described in the business report that fall under Article 127, Paragraph 2 of Rules for the Enforcement of the Corporation Law respect said basic policy. There were no indications that said measures impaired the common interests of shareholders nor that they were intended to maintain the position of the Company’s management team.

(2) Results of the audit on non-consolidated financial statements and attachments In our opinion, the auditing methods applied by Kyobashi & Co., independent auditors and their results were appropriate.

(3) Results of the audit on consolidated financial statements and attachments In our opinion, the auditing methods applied by Kyobashi & Co., independent auditors and their results were appropriate.

3. Subsequent events There are no significant subsequent events.

April 15, 2009

The Board of Corporate Auditors, Aderans Holdings Co., Ltd.

Fumio Arai, Standing Corporate Auditor Masaaki Katagiri, Outside Corporate Auditor Iwao Toigawa, Outside Corporate Auditor

END

Guide to Voting

Agenda and referenced items

First item on the agenda -- Appropriation of Retained Earnings Appropriation of retained earnings shall be applied as follows:

Year-end Dividend The Company is committed to activities that will further strengthen its corporate structure, ensure a stable operating foundation over the long term, and lead to improved business performance. A stable dividend is fundamental to the Company’s efforts to meet shareholders’ expectations. In consideration of business results for the Company’s 40th fiscal year, ended February 28, 2009, and future business development, the year-end dividend will be distributed as follows: a) Type of dividend assets Cash b) Allocation of dividend assets and sum total The Company intends to pay ¥15 per share of common stock, which will generate a sum total of ¥580,771,920. Including the interim dividend, the annual dividend for the 40th fiscal year will be ¥20 per share. c) Effective date for dividends from retained earnings May 29, 2009

Second item on the agenda -- Partial Amendment to the Articles of Incorporation

1. Reasons for Partial Amendment Effectuation of the Law to Partially Amend the Law Concerning the Transfer of Bonds, etc. to Rationalize the Settlement of Transactions of Stock, etc. (2004 Law No. 88), (hereafter, the “Settlement Rationalization Law”) as of January 5, 2009 requires the Company to amend its Articles of Incorporation as follows. (1) The Company shall delete the provision pertaining to the issuance of the Company’s stock certificates, as it shall be deemed that a resolution to amend the Articles of Incorporation in this way had been approved January 5, 2009, the same day that the Settlement Rationalization Law went into effect, in accordance with supplementary provision Article 6-1 of the Settlement Rationalization Law. In addition, the Company shall delete the provision pertaining to stock certificates for shares less than one unit (“tangen”) as well as the clause pertaining to the register of lost stock certificates. (These changes affect articles 7, 9-2 and 12-3 of the existing Articles of Incorporation.) However, the Company shall provide a supplementary provision for the lost stock certificate register, as a transitional measure, since the Company’s stock transfer agent will handle clerical matters related to lost stock certificates for one year, beginning the day after enactment of the Settlement Rationalization Law. (2) The Company shall delete the clause pertaining to beneficial shareholders and the beneficial shareholder register, following abrogation of the Law on Book-entry Transfer of Corporate Bonds, Stock and Other Securities (1984, Law No. 30) in accordance with supplementary provision Article 2 of the Settlement Rationalization Law. (These changes affect articles 10 and 12-3 of the existing Articles of Incorporation.) (3) Aside from the amendments above, article numbers will be adjusted accordingly.

50 2. Description of Amendments The following table compares existing articles with proposed amendments. Such amendments in Japanese that cause a change in the corresponding English version are underlined.

Current After Amendment (Issuance of stock certificates) Article 7: The Company issues stock (deleted) certificates for its stock. Article 8 (text omitted) Article 7 (no changes) (Number of shares in one tangen unit and (Number of shares in one tangen unit) non-issue of stock certificates for shares less than one tangen unit) Article 9 (text omitted) Article 8 (no changes) 2. Notwithstanding Article 7 above, the (deleted) Company does not issue stock certificates for shares less than one tangen unit. However, this condition does not apply in cases described under provisions for the handling of stock. (Rights of odd-lot shareholders) (Rights of odd-lot shareholders) Article 10: Shareholders (including beneficial Article 9: Shareholders who hold less than shareholders; same to apply, hereafter) one tangen unit cannot exercise rights who hold less than one tangen unit other than those listed below. cannot exercise rights other than those Clauses 1 to 4 (no changes) listed below. Clauses 1 to 4 (omitted) Article 11 (text omitted) Article 10 (no changes) (Stock transfer agent) (Stock transfer agent) Article 12 (text omitted) Article 11 (no changes) 2. (text omitted) 2. (no changes) 3. Preparation and keeping of the register 3. Preparation and keeping of the register of of shareholders (including the register of shareholders and the ledger of stock beneficial shareholders; same to apply, acquisition rights, and other clerical matters hereafter), the ledger of stock acquisition pertaining the register of shareholders and rights and the lost stock certificate register, the ledger of stock acquisition rights will be and other clerical matters pertaining the entrusted to the stock transfer agent and register of shareholders, the ledger of will not be handled by the Company. stock acquisition rights and the lost stock certificate register will be entrusted to the stock transfer agent and will not be handled by the Company. Articles 13 to 41 (text omitted) Articles 12 to 40 (no changes)

(new) (Supplementary provisions) 1. Preparation, storage and other clerical activities pertaining to the Company’s lost stock certificate register will be entrusted to the stock transfer agent and will not be undertaken by the Company. 2. This and the preceding clause will remain valid until January 5, 2010, and both clauses will be deleted the following day, January 6, 2010. END END

Third item on the agenda -- Election of Seven (7) Directors The Company’s nine (9) directors will conclude respective terms in office at the end of the general shareholders’ meeting. For the reasons described below, the Company requests shareholder approval of the seven (7) candidates listed in 2. Director Candidates for Election.

1. Reasons for Electing Director Candidates To execute the Alliance (for details on content, refer to 3. Summary of the Alliance, below), with Unison Capital I, L.P., Unison Capital II, L.P. and Unison Capital III, L.P. (collectively, “Unison”; for details on Unison and the Unison Capital Group, to which the three aforementioned funds belong, refer to Reference: Summary of Unison, below), which belong to the Unison Capital Group, Aderans Holdings entered into with Unison on April 16, 2009 a Strategic Capital and Business Alliance Agreement (“the Alliance Agreement”) and an Agreement regarding a Tender Offer (“the Tender Offer Agreement”). Consequently, in order to effectively execute fundamental reforms to our business management, Aderans Holdings will seek to revise the makeup of the management. Specifically, of our nine (9) current directors, excluding Kiyoshi Hayakawa, eight (8) are expected to retire, and we would like to bring in six (6) new directors, subject to approval by shareholders at the upcoming General Shareholders’ Meeting. The six (6) new director candidates will include: (i) Senkichi Yagi, currently a managing director of Aderans Holdings, and Kunio Ie, a managing director of Fontaine Co., Ltd., who are engaged in the front line of marketing and represent the next-generation of corporate leaders at Aderans Holdings; (ii) Genichi Tamatsuka, the representative director of Revamp Corporation (which is engaged in corporate revitalization) and the former representative director and CEO of Fast Retailing Co., Ltd., who has extensive knowledge both as a retail company manager and a corporate revitalization professional; (iii) Kenichi Kiso and Osamu Yamamoto, who have been involved in various investment transactions as partners at Unison Capital Group and have proven track records in improving the business performances of invested companies from the view of shareholders; and (iv) Shiori Nagata, who will move from Unison Capital, Inc., to Aderans Holdings and will attempt to implement the proposed reforms into our business management. Unison and Aderans Holdings have agreed that Aderans Holdings shall submit the Third Item on the Agenda -- Election of Seven (7) Directors to the General Shareholders’ Meeting nominating the above candidates under the Alliance Agreement. However, the Alliance Agreement states that even if the Third Item on the Agenda -- Election of Seven (7) Directors is approved at the General Shareholders’ Meeting and Kenichi Kiso, Osamu Yamamoto and Shiori Nagata are elected as directors, they shall resign as directors if (i) the tender offer is commenced but not successfully concluded or (ii) the tender offer is not commenced by June 30, 2009. Unison shall commence the tender offer for shares in Aderans Holdings (the “Tender Offer”), as detailed in 3 (3) Commencement of Tender Offer below, on the condition that (i) First item on the agenda -- Appropriation of Retained Earnings, Third item on the agenda -- Election of Seven (7) Directors, Fourth item on the agenda -- Election of Two (2) Corporate Auditors and Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer, proposed by Aderans Holdings at the General Shareholders’ Meeting are all approved, that (ii) the shareholder-proposed Sixth item on the agenda -- Election of Eight (8) Directors is voted down, and (iii) all of the other conditions precedent are met (or Unison waives satisfaction of such conditions at its discretion). In addition, if the Tender Offer is implemented, Aderans Holdings will not only express its opinion to support the Tender Offer subject to approval of Third item on the agenda -- Election of Seven (7) Directors as originally submitted by the Company and based on the resolution at the Board of Directors’ meeting to be held after the General Shareholders’ Meeting, but also plan to tender the treasury stock held by Aderans Holdings in response to the Tender Offer subject to approval of both Third item on the agenda -- Election of Seven (7) and Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer as originally submitted by the Company and based on the resolution at the Board of Directors’ meeting to be held after the General Shareholders’

52 Meeting. (For details, refer to Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer.) Subject to approval of Third item on the agenda -- Election of Seven (7) Directors) as originally proposed by Aderans Holdings at the General Shareholders’ Meeting, the Board of Directors will resolve to confirm at the Board of Directors’ meeting to be held after the General Shareholders’ Meeting that the Tender Offer by Unison does not fall under the definition of “Acquisition” as provided for in Measures for Countering Large-Scale Acquisitions of Aderans Shares (“Takeover Defense Measures”) introduced at a Board of Directors’ meeting held on December 18, 2006, and approved at the annual general shareholders’ meeting held on May 24, 2007.

2. Director Candidates for Election We propose the following candidates for election.

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned Apr. 1972 Joined Fontaine Co., Ltd. May 1999 Director and General Manager, Sales Division Feb. 2000 Managing director and Kiyoshi Hayakawa General Manager, Sales Division 1 (April 30, 1948) May 2003 Senior managing director and 5,891 General Manager, Sales Division Feb. 2004 President, and General Manager, Sales Division (current) Aug. 2008 President of Aderans Holdings Co. Ltd. (current) Mar. 1983 Joined Aderans Co., Ltd. May 2003 Director Senkichi Yagi 2 Sept. 2007 Director at new Aderans Co., Ltd. 4,448 (August 13, 1964) Mar. 2008 Executive Director at new Aderans Co., Ltd. (current) Apr. 1974 Joined Mitsukoshi Co., Ltd. Mar. 1995 General Manager, Sales Department, at PDC Co., Ltd. (wholly owned by Mitsukoshi) Mar. 1998 President Kunio Ie Feb. 2002 President, Restaurant Niko Co., Ltd. 3 (February 8, 1952) (wholly owned by Mitsukoshi) 1,938 Mar. 2004 Executive Director at Mitsukoshi Kankyo Service Co., Ltd. May. 2005 Director, and Deputy-manager, Sales Division, at Fontaine Co., Ltd. May. 2006 Executive Director (current)

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned Joined Tohmatsu Consulting Ltd. Apr. 2000 (now Deloitte Tohmatsu Consulting Ltd.) June 2004 Joined Tohato Inc. Manager, Corporate Planning Jan 2005 Shiori Nagata Division 4 ― (March 20, 1978) Manager, Corporate Planning and Apr 2006 Financial Analysis Division Joined Unison Capital, Inc Jan. 2007 Associate (current) Auditor, UCOM Corporation Sep. 2007 (current) Apr. 1990 Joined Morgan Stanley (Tokyo Branch) Dec. 1995 Vice President, Securities Division Apr. 1997 Joined Morgan Stanley (Tokyo Branch) Jul. 1998 Manager Jul. 2000 Associate principal Oct. 2001 Joined Goldman Sachs (Tokyo Branch) Kenichi Kiso Principal Investment Area Vice- 5 (September 29, 1966) ― President of Merchant Banking

Division

Apr. 2002 Joined Unison Capital, Inc. Director May 2003 President, Tohato Inc. Jan. 2004 Partner at Unison Capital Inc. (current) Dec. 2007 Director, Akindo Sushiro Co., Ltd. (current) Apr.1988 Joined Sanwa Bank Oct. 1995 Joined McKinsey & Company Dec. 1997 Manager Jul 2000 Associate principal Osamu Yamamoto Jan. 2001 Joined Unison Capital, Inc. 6 (November 2, 1965) Director Jan. 2004 Partner, Unison Capital Inc. ― (current) Jun. 2006 Director, Cosmos Initia Co., Ltd. (current) Jun. 2007 Director, Covalent Materials Corporation (current)

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned Apr. 1985 Joined Asahi Glass Co., Ltd. Aug. 1998 Joined IBM Japan Joined Fast Retailing Co., Ltd. Dec. 1998 (UNIQLO) Nov. 1999 Director, Fast Retailing Co., Ltd. Executive Director, Fast Retailing Genichi Tamatsuka Sept. 2000 7 Co., Ltd. ― (May 23, 1962) Vice-President ,Fast Retailing Co., June 2002 Ltd. President and COO, Fast Retailing Nov. 2002 Co., Ltd. Managing Partner at Revamp Sept. 2005 Corporation (current) Notes: 1. No candidates have any special interests in the Company. 2. Kenichi Kiso, Osamu Yamamoto and Genichi Tamatsuka are outside director candidates. 3. The reasons for appointing these outside director candidates, as well as the limitation of liability agreements between the Company and such outside directors are described below: (1) Reasons for electing outside directors a. The Company supports the election of Mr. Kiso as an outside director because his wealth of expertise and experience in financial and fiscal matters as well as knowledge and broad-based insight gained as an executive will serve him well in forming decisions on important management issues and overseeing the execution of operations. b. The Company supports the election of Mr. Yamamoto as an outside director because the wealth of expertise and experience he has gained over many years as a consultant will enable him to provide overall advice on corporate management and thereby contribute to efforts aimed at enhancing corporate value. c. The Company supports the election of Mr. Tamatsuka as an outside director because the wealth of experience and broad-based insights he has gained through years of involvement in corporate management will enable him to watch over management at Aderans Holdings. In addition, his overall advice on corporate management will contribute to stronger corporate governance.

(2) Limited liability agreements with outside directors Following their appointment to the Board of Directors, Mr. Kiso, Mr. Yamamoto and Mr. Tamatsuka will sign agreements that in accordance with Aderans Holdings’ Articles of Incorporation limit to a certain level the amount of compensation for damages that the Company would pay in the event of a claim. A summary of the agreement is as follows: • In the event the Company is liable for compensation arising through the failure of an outside director to perform assigned duties, the limit of liability shall be the greater of either a predetermined amount, which will not be less than three (3) million yen, or an amount established under the provisions of Article 427, Paragraph 1 of the Corporation Law. • The aforementioned limited liability will only be recognized if the outside director acted in good faith in executing his or her duties, though such action invariably led to liability issues, and if such liability does not lead to significant losses for the Company.

3. Summary of the Alliance (1) Reason for the Alliance (i) Background to the Alliance Agreement The Aderans Group has been working to improve its corporate value by taking various measures in accordance with a three-year Medium-term Management Plan, which was announced in April 2008 and commenced in the fiscal year ending February 2009, to reverse the decline in performance resulting from the stagnation of core domestic operations, particularly evident in the men’s market. At present, however, the Group has not achieved a turnaround in performance, and in the end posted a loss for the fiscal year ending February 2009. We believe that the main reasons for this are the deterioration in the market environment as a result of the recent rapid deterioration in economic conditions, a fall in domestic individual consumption, and a deterioration in the environment that surrounds the Aderans Group, such as employment uncertainties, as well as a delay in reforming the business management of the Aderans Group against the background of weak foundations of the business management of the Aderans Group. The Aderans Group is taking such circumstances seriously, giving deep consideration on how to realize the best interests of shareholders while fundamentally reforming business management to create a firm foundation for the medium- to long- term development of future corporate value.

(ii) Events Leading up to the Execution of the Alliance Agreement Since the extraordinary shareholders’ meeting held on August 9, 2008, we have been considering and evaluating strategies to enhance Aderans Holdings’ corporate and shareholder value, establishing a special committee (the “Special Committee”) comprising our three outside directors (Joshua Schechter, Takehisa Fukuzawa and Hironori Aihara), to consider and evaluate strategic options to enhance Aderans Holdings’ corporate and shareholder value. Specifically, with a view to implementing a capital and business alliance in order to enhance our corporate and shareholder value, we approached more than 40 potential Japanese and overseas partners who were willing to form a capital and business alliance including the acquisition of Aderans Holdings’ shares based on advice from Nikko Citigroup Limited, a financial advisor of Aderans Holdings, in September 2008, and conducted a first round bid in October 2008. We subsequently discussed the conditions and details of such an alliance with several candidates who proposed terms meeting the requirements for an alliance partner, and conducted a final round bid in December 2008. As a result of the final round bid, we gave preferential negotiation rights to Unison Capital Group, which is a pioneer in Japanese private equity investments with a superior track record, and discussed the capital and business alliance from the perspective of enhancement in our corporate and shareholder value. In the process of considering an alliance with the Aderans Group, the Unison Capital Group conducted a thorough analysis of operational structure using consultants and other appropriate means. Through repeated discussions with various employees in charge of the practical aspects of our business, Unison carefully considered the full range of measures for turning around our earnings results. On March 27, 2009, the Unison Capital Group provided us with a draft proposal for the essential features of how to reform the Aderans Group business management. At a Board of Directors’ meeting held on April 13, 2009, we received a presentation on the proposed management reforms directly from the Unison Capital Group and deliberated on these proposals. This proposal contains the agenda item regarding election of directors at the General Shareholders’ Meeting. However, one of our shareholders, Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners” or the “Fund”), has exercised its right as a shareholder to suggest director candidates, as noted in Sixth item on the agenda, that is incompatible with the Unison Capital Group’s proposal (the “Unison Proposal”). As a result, Joshua Schechter, a representative from Steel Partners, and Hironori Aihara, nominated by Steel Partners, both of whom also constitute a majority of the Special Committee, may not have independence appropriate for consideration and evaluation of the Unison Proposal. Therefore the Board of Directors resolved at its April 13, 2009, meeting to consider the Unison Proposal directly.

56 Then, at a meeting on April 16, 2009, the Board of Directors confirmed and again resolved to discuss the Unison Proposal directly by the Board. Then the Board of Directors, after making final deliberation on forming the Alliance with Unison, decided that it was the best option to enhance Aderans’s corporate and shareholder value by forming the Alliance with Unison and by carrying out fundamental reforms of our business management and resolved to execute the Alliance Agreement. The Board also resolved at this meeting (i) the execution of the Tender Offer Agreement, which covers such things as the execution of the Tender Offer by Unison with respect to Aderans Holdings common shares, as described in 3 (3) Commencement of Tender Offer; (ii) in accordance with the Tender Offer Agreement, if the Tender Offer is implemented, Aderans Holdings will (a) not only announce its opinion in favor of the Tender Offer (subject to an approval at the General Shareholders’ Meeting of Third item on the agenda -- Election of Seven (7) Directors and pursuant to the resolution at the Board meeting to be separately be held after the General Shareholders’ Meeting), but also will (b) tender its treasury shares in response to the Tender Offer (subject to an approval at the General Shareholders’ Meeting of both Third item on the agenda -- Election of Seven (7) Directors and Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer at the General Shareholders’ Meeting).

(2) Details of the Alliance The Alliance Agreement aims to enhance the corporate value and the shareholder value of the Aderans Group. With this objective in mind, Aderans Holdings will actively expand its operations in both Japan and overseas and continuously provide customers with high-quality, value-added services, based on a management philosophy, underpinned by the ‘good company’ ideal that emphasizes development into a trustworthy group of companies with products and services in constant demand from clients and society as a whole.” Under the Alliance Agreement, Unison will support the execution of growth and marketing strategies, strengthen governance and management functions for business operations and financial strategies, complement personnel, strengthen store development, strengthen compliance, dispatch officers, and consider and execute measures to return profits to shareholders. Aderans Holdings also plans to reform business operations as follows in order to maximize corporate value and shareholder value under the Alliance Agreement. Unison Capital Group plans to support Aderans Holdings’ management to the maximum extent to reform its business operations by dispatching directors (including one executive director) and auditors as described in (2) Appointment of Directors and Auditors below.

Recovering growth by concentrating business resources on the women’s wig market The Aderans Group possesses world-class technologies and expertise in the field relating to hair. Moreover, the manufacture and sale of wigs, which is one of the core businesses of the Aderans Group, satisfies customer needs for “anti-aging,” which will expand in future. Therefore, we expect further growth of our business based on our technologies and expertise and by addressing customer needs. We intend to concentrate our business resources on the growing women’s wig market and seek the further growth of the Aderans Group.

Comprehensive pursuit of customer satisfaction The Aderans Group will continue to bring new products into the market that meet customer needs in order to gain patronage from new customer segments as well as existing customer segments. We will renew our existing brands to achieve a product system that will better resonate with customers. We will also recreate our sales channels and continue to create new stores and renew existing stores that are more comfortable and approachable for our customers. The Aderans Group is looking to revise operations from a customer perspective. We will also establish a system that enables us to deliver products to our customers as soon as possible by improving the service and skill levels

at our stores as well as by fundamentally reforming the supply chain for the entire group.

Introducing structures and systems to bring out the best in our employees In order to realize the reforms above, it is necessary to bring out the best in every one of our employees. To maintain an environment where employees can take pride in their work and work with high motivation, we will promote working side by side as a team by having an open atmosphere within our organization. We will also modify our personnel system to one that enables us to recognize the effort and ability of the employees. We will introduce highly transparent business operations in an endeavor to make our business processes within the group more visible so that we can immediately discover and share problems, and create a PDCA cycle that comprehensively pursues a resolution to the problem.

(3) Commencement of the Tender Offer Under the Tender Offer Agreement, Aderans Holdings and Unison agreed that Unison shall commence a tender offer as described below on the condition that (i) First item on the agenda -- Appropriation of Retained Earnings, Third item on the agenda -- Election of Seven (7) Directors, Fourth item on the agenda -- Election of Two (2) Corporate Auditors and Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer, proposed by Aderans Holdings at the General Shareholders’ Meeting, are all approved as proposed, that (ii) the shareholder-proposed Sixth item on the agenda -- Election of Eight (8) Directors is voted down, and (iii) all of the other conditions precedent are met (or Unison waives satisfaction of such conditions at its discretion). In addition, the Board of Directors has resolved to approve the Tender Offer pursuant to a resolution to be made by a board comprising directors to be elected at the General Shareholders’ Meeting, if the Tender Offer is to be commenced, considering various factors such that (i) the successful completion of the Tender Offer is set out as a precondition for the Alliance Agreement, (ii) Unison can increase the chances of an improvement in Aderans Holdings’ corporate and shareholder value by holding Aderans Holdings’ shares in accordance with the Alliance Agreement, and (iii) the Tender Offer provides Aderans Holdings’ shareholders with significant opportunities to determine whether they will sell Aderans Holdings’ shares at prices that include a premium over their latest market prices (i.e., prices that exceed approximately 35.5 % premium over 738 yen, the simple average price of the closing prices of Aderans Holdings’ shares quoted at the Tokyo Stock Exchange over the three months prior to April 15, 2009 (the “base date”), or approximately 31.6 % premium over 760 yen, the simple average price over the one month prior to the base date, or at prices that include approximately 5.8% premium over 945 yen, the closing price on the base date. However, as noted in Section 2(4), we intend to maintain the listing of our shares even after the Tender Offer and will give shareholders who continue to hold Aderans Holdings’ shares an opportunity to be entitled to the benefits of the enhanced corporate value resulting from the Alliance Agreement. Therefore, we believe it is appropriate that the decision on whether to tender for the Tender Offer should be made by shareholders at their own discretion. Furthermore, Aderans Holdings’ opinion regarding the Tender Offer will be resolved at a meeting of the Board of Directors, which will comprise directors elected at the General Shareholders’ Meeting, immediately after obtaining confirmation from Unison regarding commencement of the Tender Offer, and such resolution will then be announced.

Unison Capital I, L.P. Tender offer Unison Capital II, L.P. Unison Capital III, L.P. For 21 business days from June 1, 2009 (scheduled) Offer period (provided, however, that such period may be extended pursuant to the applicable laws and ordinances.) Offer price 1,000 yen per share of common stock

58 (Minimum number of shares expected to be purchased) Number of shares expected to 14,683,200 shares be purchased (Maximum number of shares expected to be purchased) None When any of the events described in Item 1-(a) through 1-(i) and 1-(l) through 1-(r), Item 2, Item 3-(a) through 3-(h), and Item 4 of Paragraph 1 of Article 14 Withdrawal events or the events described in Item 3 through Item 6 of Paragraph 2 of Article 14 of the Financial Instruments and Exchange Law occurs

* In addition to the conditions precedent described above, the commencement of the Tender Offer shall be subject to the following requirements: (i) no decisions, orders, or similar rulings from courts or administrative government agencies to prohibit or suspend the implementation of the Tender Offer have been given nor is there any threat that such decisions, orders, or similar rulings will be given, (ii) no circumstances that may have a material adverse effect on the business or assets of Aderans Holdings or its subsidiaries or a material adverse effect on any other matters of the Tender Offer have arisen on or after February 29, 2008, (iii) Aderans Holdings’ representations and warranties in the Tender Offer Agreement are true and correct as of the commencement date of the Tender Offer, (iv) Aderans Holdings is not in material breach of its obligations under the Tender Offer Agreement, and (v) none of the withdrawal events of the Tender Offer have occurred.

Note: It should be noted that if the amount of dividends approved at the General Shareholders’ Meeting is more than the 15 yen proposed by Aderans Holdings in First item on the agenda, Unison may reduce the offer price by such surplus amount.

(4) Cooperation to maintain the listing of the shares While Aderans Holdings’ shares are listed on both the First Section of the Tokyo Stock Exchange and the Osaka Securities Exchange, there is a possibility that these shares may be delisted through a prescribed procedure pursuant to the delisting criteria of those Exchanges, depending on the results of the Tender Offer, as the Tender Offer sets no maximum limit to the number of shares to be acquired. However, commencement of the Tender Offer is not aimed at delisting the shares, and Aderans Holdings and Unison have confirmed that they intend to maintain the listing of Aderans Holdings’ shares both at the Tokyo Stock Exchange and the Osaka Securities Exchange after the execution of the Tender Offer. If the status of Aderans Holdings’ shares meets, or is likely to meet, the criteria for delisting established by the Tokyo Stock Exchange or the Osaka Securities Exchange as a result of the Tender Offer, Aderans Holdings and Unison will cooperate in good faith to maintain the listing of Aderans Holdings’ shares. Furthermore, we currently do not have any decisions with respect to measures for maintaining the listing, and we would consider them carefully in the event that the risk of meeting the delisting criteria became significant.

(Reference) Profile of Unison Unison was formed under the laws of the Cayman Islands as an exempted limited partnership whose ownership interests are held by investment funds belonging to the Unison Capital Group (the “Affiliated Funds”) for the purpose of investing in Aderans Holdings. The Unison Capital Group is an investment fund group that has been a pioneer of private equity investments in Japan. Through Unison, the Unison Capital Group has invested as much as approximately 700 billion yen as total corporate value in a variety of companies, including companies that are engaged in consumer businesses similar to Aderans Holdings’ business. These portfolio companies include Tohato Inc., Drug Eleven Inc., MediaLeaves, Inc. (formerly ASCII Corporation and Enterbrain, Inc.), and Akindo Sushiro Co., Ltd. With considerable experience and expertise in business management, the Unison Capital Group has directly provided support to companies seeking to maximize their corporate value and has developed an extensive network with business corporations, financial institutions, business managers, consultants, and other institutions both in Japan and overseas. Through Unison, each investment fund which belongs to the Unison Capital Group is formed by funding from leading institutional investors both in Japan and overseas. With regard to investment in Japan, Unison Capital, Inc., provides information on analyses and investigations into the management of invested companies and advises on investment structure.

60 Fourth item on the agenda -- Election of Two (2) Corporate Auditors

In accordance with the Alliance Agreement with Unison, Aderans Holdings would like to increase the number of corporate auditors by two (2) to reinforce and further enhance the Company’s auditing structure. The two corporate auditor candidates are presented below. However, under the Alliance Agreement, even if this fourth item on the agenda is approved by shareholders and Toru Yasuoka is elected as a corporate auditor, he shall resign his position if (i) the Tender Offer is commenced but not successfully concluded or (ii) the Tender Offer is not commenced by June 30, 2009.

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned Oct. 1994 Managing associate at Chuo Coopers and Lybrand Consulting Co., Ltd. Apr. 1996 Associate professor at Tsukuba College of Technology Apr. 2001 Associate professor of accounting at Nihon University College of Economics Apr. 2002 Professor of accounting at Nihon University College of Economics Yoshiko Shirata Dec. 2003 Credit risk management consulting 1 (December 2, 1952) advisor at Teikoku Databank Apr. 2005 Professor of accounting at ― Shibaura Institute of Technology, Graduate School of Management Engineering Apr. 2007 Professor of accounting at Graduate School of Business Science at the University of Tsukuba (current) May 2008 Director of Aderans Holdings, Co., Ltd. (current) Apr. 1990 Joined J.P. Morgan Securities Japan Co., Ltd. (now, JPMorgan Securities Japan Co., Ltd.) Toru Yasuoka 2 Aug. 2004 Joined Unison Capital, Inc. ― (September 29, 1966) (current) Dec. 2008 President, BM Holdings Co., Ltd. (current)

Notes: 1. No candidates have any special interests in the Company. 2. Toru Yasuoka is a candidate for outside auditor of the Company. 3. Reasons for appointing outside auditors as candidates for positions as corporate auditors, independent perspective on aspects of corporate auditing as outside auditors, and limited liability agreements with outside auditors (1) Reason for appointing an outside auditor The Company supports the appointment of Mr. Yasuoka as an outside auditor because his wealth of expertise and experience in financial and fiscal matters as well as broad-based insight gained from an executive perspective should enable him to supervise management activities and extend effective advice. (2) Limited liability agreement with outside auditor In accordance with the Company’s Articles of Incorporation, Mr. Yasuoka is expected to sign an agreement that limits to within set parameters the extent of responsibility for losses incurred by the Company for any losses that might arise through his actions. Limited liability agreements generally specify these two points: • In the event the Company incurs a loss arising from the failure of an outside auditor to perform his/her duties, the limit of liability shall be the greater of a predetermined amount, which will not be less than ¥3 million, or a minimum amount based on Article 427, Paragraph 1 of the Corporation Law.

• The aforementioned limited liability shall be applied only if the liability that arose in the execution of the outside director’s duties was unintentional and not the result of grave negligence. 4. Corporate auditor candidate Yoshiko Shirata has been an outside director of the Company for almost one year, having assumed this position in May 2008. She will retire as an outside director as of May 28, 2009.

62 Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer

The Company respectfully requests shareholder approval of Fifth item on the agenda that If the Tender Offer commences as outlined in Third item on the agenda 3 (3) Commencement of the Tender Offer, Aderans Holdings disposes of the treasury stock held by the Company through tendering the shares in response to Tender Offer as described below, conditioned upon approval of Third item on the agenda -- Election of Seven (7) Directors at the General Shareholders’ Meeting as originally submitted by the Company. With approval of Fifth item on the agenda -- Allocation of Treasury Stock to Tender Offer, the Company will, if the Tender Offer is commenced, dispose the treasury stock for tendering them in response to the Tender Offer based on the approval of the Board of Directors, comprising directors elected at the General Shareholders’ Meeting, conditioned upon approval of Third item on the agenda -- Election of Seven (7) Directors, as originally submitted by the Company.

1. Reason for Disposal of Treasury Stock As explained in Third item on the agenda 3 (3) Commencement of the Tender Offer, the successful completion of the Tender Offer is set out as a precondition for the Alliance Agreement and the Company believes that it can strengthen its ability to enhance corporate value and shareholder value with Unison becoming a shareholder through the Alliance Agreement. Accordingly, if Unison is to implement its Tender Offer, the Company will tender the treasury stock to facilitate successful completion of the Tender Offer.

2. Outline of Treasury Stock to be disposed (1) Number of shares of treasury stock to be disposed of Common stock, 2,956,600 shares (approximately 7% of total issued shares) (2) Disposal price: 1,000 yen per share (the same as offer price per share of the Tender Offer) (3) Tendering date or period: Within July 2009 (to be decided specifically in accordance with the period of the Tender Offer and the commencement date of the purchase price payment of the Tender Offer) (4) Payment date or period: Within July 2009 (5) Disposal method Third-party allocation of shares (specifically, transfer through application to tender offer for shares) (6) Intended parties and number of allocated shares A total of 2,956,600 shares allocated to Unison Capital I, L.P., Unison Capital II, L.P., and Unison Capital III, L.P.

The Sixth item on the agenda is proposed by shareholder Steel Partners Japan Strategic Fund (Offshore) L.P. The number of voting rights held by Steel Partners is 111,550.

Sixth item on the agenda 1. Subject of agenda item Election of eight (8) directors 2. Point of agenda item Steel Partners puts before the General Shareholders’ Meeting a request to elect the eight candidates listed below as directors of Aderans Holdings. Steel Partners has obtained informal consent regarding assumption of director status from all candidates except Kiyoshi Hayakawa.

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned 1969 Joined Aderans Co., Ltd. (now,

Aderans Holdings Co., Ltd.) 1981 Director 1984 Managing director, Aderans Kogei K.K. Nobuo Watabe 1991 President and Representative 1 (October 9, 1942) Director 14 1996 Vice President, Aderans 2005 Advisor at Aderans 2006 Retired from Aderans 2008 President and Representative Director, 101 Japan K.K. (current) 1972 Joined Fontaine Co., Ltd. 1999 Director and General Manager, Sales Division 2000 Managing Director and General Manager, Sales Division 2003 Senior Managing Director and Kiyoshi Hayakawa 2 General manager, Sales Division 4,000 (April 30, 1948) 2004 President and Representative Director, and General Manager, Sales Division (current) 2008 President and Representative Director, Aderans Holdings (current)

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned 1978 Joined Mobil Oil K.K. (now, Exxon Mobil Y.G.) 1998 Director and General Manager, Business Management Division, Shiseido Beauty Company K.K. (now, Shiseido Professional K.K.) 2001 Director and General Manager, Business Management Division, Nippon Polaroid KK Shigeru Ishiko 2004 CFO, Mediatti Communications, 3 0 (June 26, 1953) Inc. 2006 Outside director, Nagai Co., Ltd. 2007 Executive Director at Nagai, and guest lecturer at Tokyo University of Technology Graduate School (current) 2008 Advisor at Nagai Acquired qualification as Certified Public Accountant and a Masters degree in Business Administration 1977 Joined Procter & Gamble Sunhome Co., Ltd. (now, P&G Japan) 1998 Vice president, Procter & Gamble, in charge of Corporate New Ventures, Asia 2001 President, Dyson Japan Hiroko Wada 4 2004 President and Representative 0 (May 4, 1952) Director, and COO, Toys “R” Us Japan, Ltd. 2004 Established Office WaDa; serves as president (current) 2009 Guest lecturer, Momoyama Gakuin University (current)

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned 1962 Joined Mitsubishi Corporation 1992 Director, Mitsubishi Corporation 1994 Executive Director, Mitsubishi Corporation 1998 Vice President, Mitsubishi Corporation 1999 CEO, Information Systems & Services Group, Mitsubishi Corporation 2000 President, Mitsubishi International Corporation and CEO in charge of Hironori Aihara the Americas 5 0 (June 17, 1938) 2007 Chairman and Advisory Board member, TTI ellebeau, Inc. (current) and Chairman, Transcu Ltd. (Singapore) (current) 2008 Director, Aderans Holdings (current) Other positions include that of director and advisory board member at Pasona Inc., and advisory board member at Deutsche Bank AG 1967 Joined General Foods (now, Ajinomoto General Foods Inc.) 1989 Joined Pepsi-Cola Japan (Japan arm of PepsiCo Inc.) 1996 President 1998-2004 President, Drake Beam Morin, Japan 2005 Chairman and CEO, Novations Tadao Otsuki Group Inc. 6 0 (May 24, 1943) 2006 Retired 2006 President and Representative Director, Otsuki Consulting International, Inc. (current) 2007 Representative for Aviador Group, Inc., in Japan, and also representative for the U.S. non- profit organization Apogee Foundation, in Japan (current)

No. of Name Career Summary and Positions as Representatives No. Shares (Date of Birth) in Other Companies Owned 1976 Joined Peat, Marwick, Mitchell & Co. 1978 Joined Gulf + Western Inc． 1980 Joined Applied Materials Japan, Inc. Seitaro Ishii 1982 Director 7 0 (August 22, 1946) 1996 Vice President 2005 Retired 2006 Established Ishii Associates 2008 Representative Director and CEO, IIOSS K.K. (current) Director, Aderans Holdings (current) 1996 Tax consultant at Ernst & Young

LLP 1997 Financial analyst at Leifer Capital Inc. 2000 Associate, Corporate Finance Joshua Schechter Group, Imperial Capital LLC 8 (March 27, 1973) (M&A, mezzanine debt and equity 0 investment analyst/advisor) 2001 Partner, Steel Partners, Ltd. (current) 2008 Director, Aderans Holdings (current)

Notes: 1. No special interests exist between the above candidates for director or the Company, with the exception of Mr. Watabe. 2. Mr. Watabe is the representative director of 101 Japan K.K., which conducts business falling within a category where the Company is active. He has informed Steel Partners that he will resign from 101 Japan if he is elected to the Board of Directors at Aderans Holdings.

3. Reason for Proposal Aderans Holdings’ operating performance has continued the decline that was set in motion several years ago by its current management. The Company’s operating income and operating margins have substantially decreased as its direct competitors strategically and financially outperform the Company. In addition, the Company continues to retain a significant percentage of its consolidated assets that do not contribute to its hair replacement business and have resulted in significant losses. We are proposing to nominate for election eight directors to the Company’s Board of Directors who we believe are qualified and prepared to respond to changing market conditions with the urgency that is necessary for the Company to stave off further decline, to stabilize and then to grow, which a majority of current directors have been unwilling to do. Each of our nominees has significant investment or management experience and a record of excellence in executing business operations. In addition, Mr. Watabe is a former senior executive of the Company and thus has valuable insights about the Company. The Fund believes the objective perspectives and innovative thinking that the Fund’s nominees offer are vital for achieving a prompt recovery in corporate value at Aderans Holdings. Mr. Hayakawa, the Company’s current president and representative director, is included in the Shareholder Proposal because his short tenure as President does not lend itself to a fair evaluation of his ability or willingness to help the Company out of its current fiscal decline. Steel Partners reserves the right to add, remove and revise the names and/or information presented in the aforementioned list of nominees. The Fund does not foresee any of the nominees being unable to assume the position of director, if said nominees are elected, but does reserve the right to propose alternate nominees.

Company note: The text above is a translation of Japanese-language content entered on the shareholder’s right request form submitted by the shareholder stating the point of the agenda item and the reason for the proposal.

68 Opinion of the Board of Directors The Board of Directors’ opinion regarding the aforementioned shareholder’s proposal is explained below.

1. Management reform in accordance with a Strategic Capital and Business Alliance Agreement In light of the recent rapid deterioration in economic conditions and ongoing delays in reforming the business operations of the Aderans Group, Aderans Holdings has given careful consideration to the question of how to achieve the best interests of shareholders while fundamentally reforming business operations to create a foundation for the medium- to long-term development of corporate value in the future. Specifically, we have determined that, in order to fundamentally reform the Company’s operating structure, it would be best to form a capital and business alliance with a third party capable of demonstrating a commitment to enhancing the Company’s corporate value from a medium- to long-term perspective. As such, we went through the process of examining and discussing the feasibility of capital and business alliances with more than 40 domestic and overseas candidates. Ultimately, we came to the decision that the Unison Capital Group, which is a pioneer in private equity investment in Japan, would be the best partner in a capital and business alliance with Aderans Holdings and on April 16, 2009, concluded the Alliance Agreement with Unison, as well as an agreement relating to a tender offer. In order to continually enhance Aderans Holdings’ corporate value, and by extension the common interests of shareholders, management believes that the best option is to push ahead with reform of business operations over the medium to long term, while also drawing on cooperation from the Unison Capital Group to strengthen growth strategies and governance, supplement the personnel executing the relevant growth strategies and adhere to compliance regulations, thereby avoiding any detrimental effect on the corporate value that we have built up to date. Reasons for concluding the Alliance Agreement and the Tender Offer Agreement with Unison as well as details regarding these moves can be found under Third item on the agenda.

2. A Company proposal is essential in order to enhance corporate value and shareholders’ common interests In accordance with the Alliance Agreement, Aderans Holdings plans to put forward the nomination of the seven persons listed in the Third item on the agenda as candidates to become directors (hereafter referred to as “the Company proposal”) to the Company’s 40th General Shareholders’ Meeting. We believe that the appointment of these seven candidates as directors is essential to the implementation of measures in accordance with the Alliance Agreement. In order to effectively enhance the Company’s corporate value and shareholder value, it goes without saying that it is essential that the directors entrusted with the management of Aderans Holdings’ operations have both knowledge of and experience in corporate management, as well as keen insight of corporate value and shareholder value. It is also crucial for us to ensure that directors are capable of building up strong trusting relationships with group personnel, clients and business partners such as salons and suppliers so that the Aderans Group as a whole can work together to improve its overall performance. Of the candidate directors listed in the company proposal, Kiyoshi Hayakawa, Senkichi Yagi and Kunio Ie all have extensive knowledge of and experience in the Company’s hair-related business and have built up strong trusting relationships with personnel throughout the Aderans Group and with the Company’s customers and clients over a great many years. In particular, Senkichi Yagi, an executive director at Aderans Co., Ltd, and Kunio Ie, a managing director at Fontaine Co., Ltd, have experience marketing on the front line and will be next-generation leaders of the Company. Genichi Tamatsuka, meanwhile, is a past president of Fast Retailing Co., Ltd., and is currently CEO of Revamp Corporation, which specializes in corporate revitalization. As a corporate manager in the retail industry and a professional specializing in corporate revitalization, he has extensive knowledge and will have a high degree of independence as an outside director. Kenichi Kiso and Osamu Yamamoto have both been involved in numerous investment projects as Partners at the 69

Unison Capital Group and have a track record of improving the performance of their investments, which have included Tohato Inc., from a shareholder-oriented perspective. Shiori Nagata, who is scheduled to transfer from the Unison Capital Group, will undertake tasks such as reforming the Company’s operating structure in her role as standing director and reinforcing operations in the domestic women’s wig market, which is expected to grow significantly in the future. By fully harnessing the strengths and uniqueness of each of these candidates and setting them to work on reforming the Aderans Group’s operations in partnership with the group’s own personnel, we firmly believe that it will be possible to maximize the impact of the Alliance in terms of enhancing the Company’s corporate value and shareholders’ common interests.

3. Risk of damage to the Company’s corporate value if the shareholder proposal is approved With pointing out our current business performance, the proposing shareholder claims that the objective perspectives and innovative approaches of the candidates put forward as directors in its own proposal are essential to the short-term recovery of the Company’s corporate value. However, no explanation has been provided by the proposing shareholder with regard to matters such as management policies or measures to restore corporate value once the candidates proposed by the shareholder have been appointed or even if it will be possible to enhance the Company’s corporate value. In addition, none of the candidates proposed by the shareholder has shown his/her objective perspectives or innovative approaches. Furthermore, as none of the candidates proposed by the shareholder have a trusting relationship with the Company’s personnel, its clients or business partners, the appointment of the relevant candidates could be readily expected to cause considerable disruption in the workplace in relation to the Company’s business and operations. We therefore believe that, if the relevant candidates were to be appointed as directors, there would be risk of damage to the Company’s corporate value and, by extension, the common interests of shareholders. Although the list of candidates proposed by the shareholder includes Kiyoshi Hayakawa, the current President of Aderans Holdings, he has not received any explanation regarding his inclusion on the relevant list by the proposing shareholder and has not agreed to accept the position of director with the proposing shareholder. Taking all of the above factors into account, we firmly believe that the Company should be managed by candidates put forward as directors in the Company Proposal and that this would enhance the Company’s corporate value and, by extension the common interests of our shareholders. Consequently, we find the shareholder proposal unacceptable and will not support it.

END

70 Access Map Aderans Holdings Co., Ltd. Notice of Shareholders Meeting

Sumitomo Realty & Development Nishi-Shinjuku Park No. 3 Building, 1st Floor, Belle Salle Nishi-Shinjuku Hall 15-3, Nishi-Shinjuku 4-chome, Shinjuku-ku, Tokyo Tel: +81 (3) 3320-2611

By JR, Subway, Private Railway: 15-minute walk from Shinjuku Station 10-minute walk from Nishi-Shinjuku Station (Marunouchi Tokyo Metro Line) 5-minute walk from Tochomae Station and Nishi-Shinjuku 5-chome Station (O-Edo Tokyo Metro Line)