Steel Partners Japan Submits Shareholder Proposal to Aderans Co., Ltd.

TOKYO, March 28 /PRNewswire/ -- Steel Partners Japan Strategic Fund (Offshore), L.P. (the Fund) today submitted a request for a proposal to be made part of the agenda for Aderans Co., Ltd. (TSE Code No. 8170) annual general meeting of shareholders (Annual Meeting) to be held in May 2007 to abolish "Measures for Countering Large-scale Acquisitions (Defense Policy Against Takeover)". While Aderans has publicly announced that it will include in the agenda of the Annual Meeting a proposal to approve the Defense Policy Against Takeover, the Fund has submitted its proposal in order to preserve the ability of shareholders to vote on this matter should Aderans fail to include its proposal in the agenda.

  Full text follows:
  SHAREHOLDER PROPOSAL

We have continued to hold not less than 300 voting rights in Aderans Co., Ltd. (Location: Shinjuku-ku, Tokyo, President and Representative Director, Katsuji Tokumaru) (the Company) during the past six months and, accordingly, pursuant to Articles 303 and 305 of the Corporation Act of Japan, we hereby request that the following item be made part of the agenda for the Company's 38th annual general meeting of shareholders (provided that if the Company puts to an agenda the adoption or abolition of the same subject matter, the following item may be treated as the same agenda as the Company's agenda) and that the following proposed resolution and the reasons for the proposal be included in both the notice of such meeting to the shareholders and the reference material to be attached to such notice:

Proposed Agenda

Abolition of "Measures for Countering Large-scale Acquisitions (Defense Policy Against Takeover)"

Proposed Resolution

That the "Measures for Countering Large-scale Acquisitions (Defense Policy Against Takeover)", the introduction of which was approved at the meeting of the board of directors of the Company on December 18, 2006, be abolished.

  Reasons for the Proposal
  1. The "Measures for Countering Large-scale Acquisitions (Defense Policy
  Against Takeover)" (the "Policy") may deprive the shareholders of an
  opportunity to decide for themselves on the merits of certain types of
  acquisition proposals.  In addition, the revised Securities and Exchange
  Law already ensures the protection of the rights of existing shareholders
  by requiring greater disclosure and by extending the tender offer period.
  Accordingly, we believe there is no justification to maintain the Policy,
  which places excessive restrictions on transactions beyond the regulations
  of the law.  In addition, the Policy covers share purchases for purely
  investment purposes, not just those for the purpose of controlling the
  business. However, any purchases for purely investment purposes would not
  obstruct the Company's management or undermine the value of the shares.
  Accordingly, such restriction of rights is unreasonable and unjustly
  impairs the rights of shareholders.

  2. Any measure for countering large-scale acquisitions may place
  restrictions on the shareholders' fundamental rights to sell and acquire
  shares, which must be essentially free, and as such, the introduction of
  any such measure should be made only after it is approved by a general
  meeting of shareholders to ensure that shareholders' opinion and views
  will be reflected therein.  Despite this, the introduction of the Policy
  was unilaterally approved by the board of directors without any input by
  the shareholders, the true owners of the Company.

  Based on the above, the Policy shall be immediately abolished.

  Note 1: The purpose of this notice is to inform the public of the
          shareholder proposal made by us and the contents thereof, and it
          is not intended to solicit any shareholder to retain the Fund or
          any party related thereto or any other third party as its/his
          proxy in exercising its/his voting right at any general meeting of
          shareholders of the Company.

  Note 2: Steel Partners Japan Strategic Fund (Offshore), L.P. is currently
          the largest shareholder in Aderans. The Fund holds about
          10,300,000 Aderans shares, equivalent to 24.69% of outstanding
          common stock.