Calsonic Kansei : Announcement Concerning Opinion on Tender Offer by CK Holdings Co., Ltd.

To whom it may concern:

February 21, 2017

Company Name: Calsonic Kansei Corporation Representative: Hiroshi Moriya, President and CEO

(Stock Code: 7248, First Section of the Tokyo Stock Exchange)

Inquiries: Atsuhiko Akiyama, General

Manager of Financial Strategy & Planning Group, Global Finance Division

TEL. [phone]

Announcement Concerning Opinionon Tender Offerby CK Holdings Co., Ltd.

Calsonic Kansei Corporation (the "Company") hereby announces that with respect to a tender offer (the "Tender Offer") from CK Holdings Co., Ltd. (the "Offeror") targeting the common stock of the Company (the "Company Shares"), the Company resolved at a meeting of the board of directors held today that it expresses an opinion supporting the Tender Offer and recommends the shareholders of the Company to tender their shares in the Tender Offer, as follows:

The above-mentioned resolution by the meeting of the board of directors was adopted on the assumption that the Tender Offer will be implemented with the intent to make the Company a wholly-owned subsidiary of the Offeror and that the Company Shares will be delisted, after the Tender Offer and the series of procedures to be conducted thereafter, as described in the section titled "(5) Policy for organizational restructuring after the Tender Offer (matters relating to "Two-Step Acquisition")" under "3. Details of, and Grounds and Reasons for, the Opinion on the Tender Offer" below.

Note: With respect to the Tender Offer, the Offeror has released the "Announcement Regarding the Tender Offer for the Shares of Calsonic Kansei Corporation (Securities Code 7248)" dated November 22, 2016 (the "Offeror's November 22, 2016 Press Release"), and the Company has released the "Announcement Concerning Opinion on Tender Offer by CK Holdings Co., Ltd." dated November 22, 2016 (the "Company's November 22, 2016 Press Release"), respectively.

1. Outline of the Offeror

   (1) Name		CK Holdings Co., Ltd.
   (2) Location		11F, Meiji Yasuda Building, 2-1-1 Marunouchi, Chiyoda-ku, Tokyo
   (3) Title and Name of Representative		William Janetschek, Representative Director
   (4) Type of Business		Commerce and any business incidental and related to commerce
   (5) Amount of Capital		¥25,000
   (6) Date of Incorporation		October 6, 2016
   (7) Major Shareholders and Shareholding Ratio		KKR CK Investment L.P. (Shareholding ratio: 100%)
   (8) Relationship between the Listed Company and the Offeror
   Capital Relationship	N/A
   Personnel Relationship	N/A
   Transaction Relationship	N/A
   Status as a Related Party	N/A

2. Purchase Price

   ¥1,290 per share of common stock (which is the amount obtained by deducting ¥570, the amount of the Special Dividend (defined in the section titled "(i) Summary of the Tender Offer" under "(2) Grounds and Reasons for the Opinion" under "3. Details of, and Grounds and Reasons for, the Opinion on the Tender Offer", below) per share, from ¥1,860).

3. Details of, and Grounds and Reasons for, the Opinion on the Tender Offer

1. Details of the Opinion

   Based on the grounds and reasons described in the section titled "(2) Grounds and Reasons for the Opinion" below, the Company resolved at a meeting of the board of directors held today that it expresses an opinion supporting the Tender Offer and recommends that the shareholders of the Company tender their shares in the Tender Offer.

   Please note that the above-mentioned resolution by the meeting of board of directors was resolved pursuant to the method described in the section titled "(iv) Unanimous Approval by Company's non- interested directors and no objection from any of the Company's non-interested statutory auditors" under "(6) Measures to ensure the fairness of the tender offer price and avoid conflicts of interest, and other measures to ensure the fairness of the Tender Offer" below.

2. Grounds and Reasons for the Opinion

3. Summary of the Tender Offer

The Offeror is a stock company (kabushiki kaisha) established on October 6, 2016, with the primary goal of supporting and managing the business activities of the Company following completion of the Tender Offer, through which it will acquire and hold the Company Shares. As of today, all issued and

outstanding shares of the Offeror are owned by KKR CK Investment L.P., a limited partnership established under the laws of the Cayman Islands on February 24, 2016, which is indirectly owned and operated as an investment fund by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates and other related entities, "KKR").

KKR's investment philosophy is to invest from a long-term perspective in partnership with the management of the acquired company. KKR partners with companies and management teams with outstanding potential and business foundations and leverages its various management resources, knowledge, and networks with the aim of creating industry leaders. Based on this philosophy, KKR focuses on carve-outs (business divestitures) of subsidiaries and business units from large corporations and supports their development as independent enterprises by supporting their organic growth (through utilizing existing management resources) and inorganic growth (through collaboration with or acquisition of other companies), increasing their profitability and improving their business processes. KKR has a track record of more than 50 carve-outs (business divestitures) and separation support cases globally.

Founded in 1976, KKR is a comprehensive asset management firm included among the world's leading private equity funds and is listed on the New York Stock Exchange. Since the opening of its Tokyo office in 2006, KKR has been actively investing in the Japanese market, with investment professionals from diverse backgrounds that possess an understanding of Japanese business practices. In 2010, KKR invested in Intelligence, Ltd., a provider of comprehensive HR services. In 2014, KKR supported the carve-out of Panasonic Healthcare Co., Ltd. ("PHC") from Panasonic Corporation, and subsequently through KKR's support PHC was able to acquire the diabetes care business from Bayer Aktiengesellschaft and affiliates of its subsidiary, Bayer HealthCare, in 2016, demonstrating KKR's capability in helping its Japanese portfolio companies carry out follow-on acquisitions of overseas enterprises. In 2015, KKR invested in Pioneer DJ, then a business unit of Pioneer Corporation, building on its track record of supporting the stand-alone growth of subsidiaries and business units of major Japanese companies.

As announced in the Offeror's November 22, 2016 Press Release, the Offeror planned to acquire Company Shares through the Tender Offer once the procedures and steps to obtain the approvals required under various countries' competition laws and other related laws and regulations, including those of Japan, the U.S., China, the European Union, and Russia, were completed and the applicable waiting periods had lapsed, and the other conditions precedent to the commencement of the Tender Offer (please refer to the section titled "4. Matters regarding material agreements regarding tendering of shares in the Tender Offer between the Offeror and the shareholder of the Company" below regarding such conditions precedent) under the Tender Agreement (defined below) were satisfied (or waived by the Offeror). Since the issuance of the Offeror's November 22, 2016 Press Release, the Offeror has proceeded with the procedures and steps required under Japanese and foreign competition laws and other related laws and regulations to commence the Tender Offer. With regard to the share acquisition through the Tender Offer (the "Share Acquisition"), the Offeror has received, from the competition authorities in Japan, the U.S., China, the European Union, Russia, Mexico, and Brazil, a notice to the effect that a cease and desist order will not be issued, a document granting an early termination of the waiting period, a written decision not to conduct a detailed review together with a written approval of the Share Acquisition, a written approval of the Share Acquisition, a written statement to the effect that approval is not necessary for the Share Acquisition, a notice approving the Share Acquisition, and a notice approving the Share Acquisition, respectively. As a result, all of the procedures and steps to obtain the approvals required under various countries' competition laws and

other related laws and regulations, including those of Japan, the U.S., China, the European Union, and Russia, have been completed and the other conditions precedent to the commencement of the Tender Offer have been satisfied. Therefore, the Offeror decided today to commence the Tender Offer on February 22, 2017 by acquiring all of the issued and outstanding Company Shares (excluding treasury shares held by the Company) listed on the First Section of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange") as part of a series of transactions aimed at making the Company a wholly-owned subsidiary of the Offeror (such transaction, the "Transaction").

As of November 22, 2016, the Offeror and the parent company of the Company, Nissan Motor Co., Ltd. ("Nissan") (which holds 111,163,990 shares, representing an ownership percentage (see Note) of 41.50% of the Company), have executed an agreement regarding the terms of the Tender Offer for all of the Company Shares held by Nissan (the "Tender Agreement"). For details of the Tender Agreement, please refer to the section titled "4. Matters regarding material agreements regarding tendering of shares in the Tender Offer between the Offeror and the shareholder of the Company".

Note: The ownership percentage, here and throughout this press release, has been calculated by dividing the number of Company Shares held by the applicable shareholder by 267,857,772 shares (the "Tender Target Shares") and rounding to the second decimal place, with the Tender Target Shares having been calculated as follows: (i) the 273,241,631 shares of the Company issued and outstanding as of December 31, 2016 (as stated in the 116th Fiscal Period Third Quarter Securities Report of the Company filed on February 10, 2017) minus (ii) the 5,383,859 treasury shares held by the Company as of December 31, 2016 (as stated in the Company's Consolidated Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2017 (Japanese GAAP), released by the Company on February 10, 2017.

The Offeror has set 178,571,848 shares, or two-thirds of the Tender Target Shares, as the minimum number of shares to be purchased in the Tender Offer. If the total number of shares tendered by shareholders in the Tender Offer (the "Tendered Shares") is less than 178,571,848 shares, then the Offeror intends not to purchase any of the Tendered Shares. The Offeror has not set a limit on the maximum number of shares to be purchased in the Tender Offer, and if the total number of Tendered Shares exceeds the minimum threshold of 178,571,848 shares, the Offeror intends to purchase all of the Tendered Shares.

If the Offeror is unable to acquire all of the Company Shares (other than the treasury shares held by the Company) in the Tender Offer, then the Offeror intends to undertake a series of procedures as part of the Transaction to become the sole shareholder of the Company (for details, please refer to the section below titled "(5) Policy for organizational restructuring after the Tender Offer (matters relating to 'Two-Step Acquisition')").

As announced in the press release "Announcement on the Distribution of Surplus (the "Special Dividend") and Provisional Settlement of Accounts" dated February 10, 2017 (the "Company's February 10, 2017 Press Release (Special Dividend)"), the Company, in light of the proposal from the Offeror, and as part of the Transaction, resolved at the meeting of the board of directors held on February 10, 2017 to pay a dividend of ¥570 per share of common stock (the "Special Dividend") conditioned upon the success of the Tender Offer with a record date (the "Special Dividend Record Date") of February 21, 2017, which is the calendar day prior to the commencement date of the Tender Offer (the "Tender Offer Commencement Date"). As announced in the Company's February 10, 2017 Press Release (Special Dividend), the Company determined at such meeting of the board of directors