BDO Advisory K.K. Introduction of Financial Advisory Services. July Page 1

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1 BDO Advisory K.K. Introduction of Financial Advisory Services July 2013 Page 1

2 About BDO Page 2

3 About the International BDO network 5 th BDO is the world s fifth largest accountancy network 1,204 We know that close and effective relationships matter to you We are committed to a long term relationship as your trusted adviser, wherever you are in the world A regular flow of cross-border work and communications means that we effectively support our clients as they expand into new areas of the world BDO was founded in Europe in 1963 BDO is committed to operating as a seamless, integrated network All BDO Member Firms share a single global trading name: BDO Over 1,100 offices* 54,900 More than 48,000 partners and staff * 138 Present in over 130 countries $5.7bn Total combined fee income of 4. 1bn (as at ) * including BDO s exclusive alliance firms Page 3

areas of the world BDO was founded in Europe in 1963 BDO is committed to operating as a seamless, integrated network All BDO Member Firms share a single global trading name: BDO Over 1,100

4 BDO in Japan and BDO Advisory K.K. BDO member firms in Japan BDO Sanyu & Co. BDO Toyo & Co. Hongo Tsuji Tax & Consulting BDO Human Resource Consulting Inc. BDO Consulting Co., Ltd. BDO Advisory K.K. BDO Advisory K.K. BDO Advisory K.K. is an advisory firm comprised of experienced CPAs, MBA graduates, and bilingual staff members which provide the following services to various companies which includes listed, unlisted, domestic, and international companies. - FAS Financial Advisory Service - RAS Risk Advisory Service - AAS Accounting Advisory Service Domestic network We are able to offer a wide range of business by collaborating with a domestic network members firms such as BDO Sanyu & Co., BDO Toyo & Co., BDO Tax Co., BDO Consulting Co., Ltd., and BDO Human Resource Consulting Inc. By utilizing the BDO network, BDO Advisory K.K. is able to provide services different from other firms. Page 4

K.K. is an advisory firm comprised of experienced CPAs, MBA graduates, and bilingual staff members which provide the following services to various companies which includes listed, unlisted, domestic,

5 Introduction of Financial Advisory Services Page 5

Mergers and acquisitions / Due Diligence Mergers and Acquisitions Our market leading M&A business specialises in advising owners and entrepreneurs to maximise value through confidential and highly

We achieve exceptional value for our clients through identifying strategic buyers and acquisition targets throughout and creating competitive tension which is maintained by closely managing all

6 Mergers and acquisitions / Due Diligence Mergers and Acquisitions Our market leading M&A business specialises in advising owners and entrepreneurs to maximise value through confidential and highly managed sale and acquisition processes. We achieve exceptional value for our clients through identifying strategic buyers and acquisition targets throughout and creating competitive tension which is maintained by closely managing all aspects of the commercial negotiations and completion process. Many of our transactions involve advising entrepreneurs behind significant businesses, whether owner managed, private equity backed or public companies. We enjoy building very close relationships with our clients and expertly bridge the culture of ownership with institutionally orientated corporate and financial buyers. Due Diligence We carry out financial investigations on target companies located around the world for: Corporates Private equity providers Banks and other institutions We understand ambitious and entrepreneurial management teams and we understand the needs of large corporates and private equity investors around the world. This makes us the natural choice to bridge the different worlds and bring parties together collaboratively over issues we identify. Our particular skill is to manage and resolve the clashes of culture Our reporting is flexible, issue led and our partners are empowered to give their point of view and provide opinions and not merely analysis. Page 6

7 Share and Business Valuations / Financial Modelling Share and Business Valuations Valuations may involve numbers, but number crunching is just part of the equation. The real challenge is bringing together business, legal and technical knowledge, combined with research skills, to arrive at a valuation that all parties agree is fair. When you need an independent valuation accounting standards, litigation, commercial or tax purposes our team of experts can help. BDO s valuations teams will give you a robust valuation no matter how complex the case or information involved. We specialise in share valuation in unquoted companies, intellectual property, unincorporated businesses, associated liabilities and intangible assets. Our people include published authors in the field, and a range of professional backgrounds, bringing the benefits of a multidisciplinary approach to the assignment. Financial Modelling We create robust, flexible, user friendly financial models and provide independent specialist assurance on third party models. Our financial models are used as a critical tool for raising finance and assessing the impact of strategic choices upon your business. We work with companies, banks and investment funds to design and construct innovative and bespoke financial models across a range of industries and sectors and bring together expert understanding of the different operational and capital structure metrics and International Accounting Standards. Page 7

When you need an independent valuation accounting standards, litigation, commercial or tax purposes our team of experts can help.

8 Debt Advisory / Others Debt Advisory BDO Debt Advisory is an integral part of the Corporate Finance practice. We focus on providing valuable insight and execution to companies who seek to raise debt or re-finance their existing debt facilities. Today s economic environment means companies need a compelling message and a robust financial model and business plan to take to market. Companies will need to know the most suitable funders to engage with; they also require comfort that any negotiations will be skilfully managed to secure the best terms. This is where the Debt Advisory teams across the globe add value. We provide independent advice across the full spectrum of the debt markets. Our advice ranges from strategic analysis of the optimum capital structure and the available sources of finance through to the provision of highly experienced execution resource. Others We provide also the following services: Project Management Office Post Merger Integration Business Recovering / Business Planning Page 8

Today s economic environment means companies need a compelling message and a robust financial model and business plan to take to market.

9 Our Team Page 9

10 FAS Leader / MASARU MURAKAMI MASARU MURAKAMI Head of Financial Advisory Services Japan Current role at BDO Murakami leads Financial Advisory Services (FAS) Group of BDO Advisory K.K. in Japan. Murakami has established a well-experienced professional team. He has profound knowledge of Financial due diligence (Non-access DD, Access DD, Closing DD), Operational due diligence, Structuring, Vendor assistance, Valuation, M&A services, Post-Merger Integration services, and Business recovery/ restructuring services. Experience Murakami joined BDO and formed FAS Group in 2011 and organized potent FAS teams. He studied economics at Waseda University. He is Certified Public Accountant (CPA). Before joining BDO, Murakami experienced senior partner position of two Big4 firms. In 1994, he launched CF Group in the first Big 4 firm, after secondment to Corporate Finance Division in London for 2 years ( ). He was appointed to the deputy head of Transaction Service Dept in 2000 and promoted to senior partner in He lead transaction services group, and valuation group in the second Big 4 firm. Key engagements and experience 1998: First Japanese case of acquisition of mutual life insurance company using financial reinsurance (US$650million) scheme. After this deal, other mutual life insurance acquisition deals were followed. 1998: First Japanese case of acquisition of business after filing Chapter 11 before approval of rehabilitation plan. Shortest rehabilitation period after filling Japanese chapter : Merger between 2 major banks in Japan. 1999: Renewal of rehabilitation law committee in Ministry of International Trade and Industry (MITI). 2002: The JICPA committee to develop special DCF method guideline for evaluation bank loan. (JICPA: The Japanese Institute of CPA) Papers, Books, Magazines He authored numerous books including joint work and followings are a part of his works. MBO Guide Book Business Recovery Text Book Business Valuation Guideline, issued by JICPA

He has profound knowledge of Financial due diligence (Non-access DD, Access DD, Closing DD), Operational due diligence, Structuring, Vendor assistance, Valuation, M&A services, Post-Merger

11 2.Details of services/aas 2.4 AAS アカウンティングアドバイザリーサービス IFRS RAS FAS AAS その他 BDOアドバイザリー株式会社では AASのサービスメニューとして以下のサービスも提供しております税務体制構築支援税額計算税務資料等の整備会計監査人対応支援長い監査経験を持つ会計士による企業側に立った監査対応の指導支援アウトソーシング記帳代行給与計算支払代行等の経理機能のアウトソーシング Contact Informaion: BDO Advisory K.K. Location URL STEC Bldg., 14th Floor Nishi-shinjuku, Shinjuku-ku Tokyo , JAPAN TEL FAX BDO Advisory K.K., a Japanese Stock Company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

つ会計士による企業側に立った監査対応の指導支援アウトソーシング記帳代行給与計算支払代行等の経理機能のアウトソーシング Contact Informaion: BDO Advisory K.K. Location URL Email STEC Bldg.

Document and entity information

Company information Company information FASF member mark Document name Document and entity information Aug 2015 第 3 四半期決算短信日本基準 ( 連結 ) Filing date 20150710 Company name TRANSACTION CO., Ltd.