(TEL: +81-(0) )

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1 3 rd March 2016 To whom it may concern Name of company: Nippon Koei Co., Ltd. Name of representative: Representative Director and President Ryuichi Arimoto (Code: 1954 First Section of the Tokyo Stock Exchange) Enquiries to: General Manager of Corporate Communications Office, Hajime Kaneda (TEL: +81-(0) ) Regarding the agreement on friendly acquisition procedures to turn the UK design consultancy company, BDP Holdings Limited, into a wholly-owned subsidiary Nippon Koei Co., Ltd., is pleased to announce that agreement has been reached on the cash purchase of the common stock, both issued and scheduled for issue, of the British company BDP Holdings Limited (Registered office: Manchester, UK. CEO: John McManus, company referred to below as BDP), and the transformation of BDP into a wholly-owned subsidiary of Nippon Koei (this transaction to be referred to below as this acquisition ). This was agreed to unanimously by the Board of Directors of BDP. 1. Background to the proposal for this acquisition The Nippon Koei Group has a long-term management strategy that has as its target a turnover of 140 billion yen and an operating income rate of 10% in the business term ending June In terms of our business portfolio, currently roughly one-third of our turnover is in international markets; our plan is to have roughly one-half of our turnover in international markets by the June 2021 period. Further, the July 2015 June 2018 medium-term management plan aimed at the achievement of the long-term strategy includes further development of our global expansion : if we are to expand our urban development-related business focusing on the expansion of business into the non-oda market, we consider it essential that we procure a growth engine in the field of urban development, and work to establish and make steady progress in the urban space business. In this context, we were seeking a partnership with, including the acquisition of, a company with a good track record in the field of construction/structural design and with good technological and human resources: and this has led in this instance to the conclusion of a stock transfer agreement with BDP. With respect to the integration of corporate groups through this acquisition, the uniformity and similarity of corporate cultures and values, and of strategies, is a key requirement; and on this point Nippon Koei and BDP have an extremely high level of accord. Engineers and architects account for a high percentage of all employees, and both companies still operate on the principles of their respective founders, Yutaka Kubota and Sir George Grenfell Baines. The things we hold in common with respect to corporate culture and 1

2 values were crucial elements in reaching agreement on this acquisition. 2. Overview of BDP Holdings Limited Founded in 1961, BDP is a major architectural led design company with the second-largest turnover in the UK. Established on the principle of a multi-disciplinary practice, BDP focuses on activities that are a multi-disciplinary combination of architectural design, structural analysis and facility design. The goal of the company is participation in the integrated development of environmentally-conscious homes, offices and commercial facilities and the company has an established reputation in the renovation of historic buildings, the renovation of railway station buildings, landscape design and the planning/design of educational and medical facilities: its business is roughly 60% new construction, 40% renovation and reconstruction. Its track record includes the construction/renovation of world-famous facilities representative of which are the expansion of underground facilities at the Royal Albert Hall, the construction of the No.1 Court at Wimbledon, and the renovation of railway stations for the Crossrail Project. In the UK, BIM (Building Information Modelling) Level 2 (Information management using 3D models) is obligatory by 2016 for all architectural design on centrally procured public projects. BDP is a leader in this field not only in the UK but in Europe as a whole, and is the first UK recipient of the BIM Level 2 Business Systems Certification scheme. 3. The significance of this acquisition (1) Further expansion of the scale of our business/interests The integration of Nippon Koei and BDP will give birth to a technical consulting group with a turnover in excess of 100 billion yen (FY 2017-June estimated) and will accelerate the globalization of our business development. As BDP has an excellent track record in private-sector construction projects, we consider that the practical application of their experience and knowledge in their fields of expertise will enable us to expand into and strengthen our position in lateral/spatial projects, including route side/urban development, airport and railway station building construction, industrial park development, etc., in which there is expected to be a great deal of growth in the future, particularly in the Asian markets. (2) The procurement of architectural engineers and the tool of BIM skills BDP is a leader in the field of BIM not only in the UK but in the whole of Europe; some 70% of the design staff are skilled in the operation of BIM software. In the Nippon Koei Group the use of BIM has only just begun, but from the perspective of design visualisation, acceleration of interference checking of design, structure and facilities, it seems inevitable that the use of BIM will become mandatory in Japan too; and by sharing the BIM techniques of BDP, including their human resources, we will gain a technological edge in competitiveness. 2

3 (3) Expansion of the customer base and regional amplification There is no duplication in the clientele of Nippon Koei and BDP, and this acquisition, by enabling us to combine Nippon Koei s long-term customer relationships in the emerging nations mainly of the Asian region with BDP s wealth of experience mainly in the European region, will enable us to offer comprehensive technical consulting services, comprising civil engineering and architecture, to a broader clientele. (4) The potential for expansion within Japan We will support BDP s business expansion in the field of design within Japan. The acquisition by BDP of Japanese juridical personality status will enable them to engage in business activities, and it is to be expected that in collaboration with the Nippon Koei Group they will acquire projects in the public and private sectors including the design of cultural centres, theatres, shopping malls and other commercial facilities, a field in which BDP already has a good track record. Taking these factors into consideration, we believe that in the medium to long term, this acquisition will enable both parties to greatly enhance the value of the services we offer to our clientele. 4. Cost of acquisition The total acquisition cost is expected to be approximately million (approximately hundred million). (NB) Calculated with an exchange rate of 1= Acquisition method and procedure The Board of Directors of BDP has agreed unanimously to this transaction. Nippon Koei will acquire 100% of the shares of BDP by paying the share price to the existing shareholders. 6. Financing It is expected that the financing for this acquisition will be appropriated using cash held by Nippon Koei and new loans from financial institutions. 7. Information of sellers (1) Name John McManus and the 24 other members of the Board of BDP Holdings Limited (2)Relationship with Nippon Koei No funding, personal or business relationship. 8. Number of shares to be purchased, purchase price and share ownership status before and after acquisition (1) Number of shares held prior to 0 shares 3

4 transfer (Shares of voting rights: 0) (Proportion of voting rights: 0%) (2) Number of shares acquired 5,032,998 shares (Shares of voting rights: 2,500) (3) Purchase price Ordinary shares of BDP: Approx. 163 hundred million (Approx million) Advisory expenses, etc. (rough estimate): Approx. 6.5 hundred million Total (rough estimate): Approx. 170 hundred million (4) Number of shares held after 5,032,998 shares transfer (Shares of voting rights: 2,500) (Proportion of voting rights: 100%) (*) Calculated with an exchange rate of 1= 160 Overview of BDP (1) Name BDP Holdings Limited (2) Location 11 Ducie Street, Piccadilly Basin, Manchester, UK (3) Title and name of representative Chief Executive John McManus (4) Description of business Architectural design business (5) Capital 5.0 million (as of 31 st 2014) (6) Date of foundation 05 April 1961 (7) Stock Exchange listing (Not listed) (8) Principal shareholders and proportion of shares held (as of 1 st January 2016) (9) Relationship with Nippon Koei BDP Employee Benefit Trustees Ltd. 21.4% BDP AESOP Trustees Ltd. 8.6% No funding or personal relationship Business: FY2016, deal amount of 6 million JPY (10) Operating record and financial situation over the past three years (Unit: million) Accounting period June (*1) (*2) Consolidated net assets (5.8) Consolidated total assets Consolidated net assets per share(unit: ) (1.7) Consolidated net sales Consolidated operating income

5 Consolidated net income Consolidated net income per share(unit: ) Dividend per share (*1) Financial results for the business term ended 2013 cover 18 months due to a change in the accounting period. (*2) Figures for the business term ended 2015 are pre-audit figures. 9. Schedule of upcoming major events Conclusion of share transfer agreement 3 rd March 2016 Completion of transaction During the 4th quarter of the business term ending June 2016 (Estimated) A detailed schedule for this transaction will be made known as soon as it has been determined. 10. Outlook for the future The impact of this acquisition on business performance, etc., and specific dates for the acquisition will be disclosed at the appropriate time. (Reference) Consolidated net earnings forecast for the current accounting period and results for the previous period (consolidated) Net sales Operating income Ordinary income Net income attributable to the parent company s shareholders Current term earnings forecast (Term ending June 2016) Previous term results (Term ended June 2015) 84,000 4,200 4,500 2,200 81,839 4,502 5,477 4,261 5