Dunlop Sports : Announcement concerning Integration of Sumitomo Rubber Groupfs Sports Business through Entry into Merger Agreements between Sumitomo Rubber Industries, Ltd. and Dunlop Sports Co. Ltd., and between Sumitomo Rubber Industries, Ltd. and Dunlop International Company Limited

August 29, 2017

Sumitomo Rubber Industries, Ltd. ("Sumitomo Rubber Industries") and Dunlop Sports Co. Ltd. ("Dunlop Sports") (hereinafter collectively referred to as the "Companies") hereby announce as specified below, that today, the Companies resolved, at the respective meetings of their boards of directors, to implement an absorption-type merger under which Sumitomo Rubber Industries is designated as the company surviving the absorption-type merger and Dunlop Sports is designated as the company absorbed in the absorption-type merger ("Merger (1)") and executed an absorption-type merger agreement between the Companies ("Merger Agreement (1)"), and also that today, Sumitomo Rubber Industries and Dunlop International Company Limited, a joint venture between Sumitomo Rubber Industries and Dunlop Sports, ("DICL"), subject to the condition precedent that the Share Transfer as mentioned below is conducted and Merger (1) takes effect, resolved at the respective meetings of their boards of directors to implement an absorption-type merger under which Sumitomo Rubber Industries is designated as the company surviving the absorption-type merger and

DICL is designated as the company absorbed in the absorption-type merger ("Merger (2)") (Merger (1) and Merger (2) shall be hereinafter collectively referred to as the "Integration") and executed an absorption-type merger agreement between Sumitomo Rubber Industries and DICL (the "Merger Agreement (2)"). Prior to the Integration, the Companies had resolved, at the respective meetings of their boards of directors, to transfer, as of December 28, 2017, all of DICL's shares held by Dunlop Sports to Sumitomo Rubber Industries (the "Share Transfer") and had executed a share transfer agreement between the Companies ("Share Transfer Agreement").

Merger (1) is scheduled to be implemented, effective as of January 1, 2018 (the "Effective Date"); (i) as for Sumitomo Rubber Industries, Merger (1) is a simplified merger (kan-i gappei) as set forth in Article 796, Paragraph 2 of the Companies Act (Law No. 86 of 2005, as amended; hereinafter the same shall apply), without the need to obtain approval thereof by way of a resolution at a general meeting of shareholders; and,

(ii) as for Dunlop Sports, Merger (1) is subject to approval thereof by way of a resolution at the extraordinary meeting of shareholders scheduled to be held on November 7, 2017. Prior to the Effective Date, the common stock of Dunlop Sports is scheduled to be delisted from the First Section of the Tokyo Stock Exchange, Inc. ("TSE") as of December 27, 2017 (the last trading date is scheduled to be December 26, 2017).

Merger (2) is scheduled to be implemented subject to the condition precedent that the Share Transfer is conducted and Merger (1) takes effect. Merger (2) is a merger with a company that is scheduled to become a wholly-owned company of Sumitomo Rubber Industries as of immediately before Merger (2) takes effect, and Merger (2) will therefore be implemented without the delivery of monies, etc. and without consideration. In addition, Merger (2) is scheduled to be implemented, effective as of the same date as the Effective Date; (i) as for Sumitomo Rubber Industries, Merger (2) is a simplified merger (kan-i gappei) as set forth in Article 796, Paragraph 2 of the Companies Act, without the need to obtain approval thereof by way of a resolution at a general meeting of shareholders; and (ii) as for DICL, Merger (2) is scheduled to be a short form merger (ryakushiki gappei) as set forth in Article 784, Paragraph 1 of the Companies Act, and therefore without the need to obtain approval thereof by way of a resolution at a general meeting of shareholders. Merger (2) is a merger with DICL (i) that is a consolidated subsidiary of Sumitomo Rubber Industries as of today, and (ii)

that is scheduled to become a wholly-owned subsidiary of Sumitomo Rubber Industries as of immediately before Merger (2) takes effect, and the matters and details of disclosure are therefore partially omitted.

1. Purpose of the Integration

2. Background and purpose of the Integration

   Sumitomo Rubber Industries operates its business in three (3) fields, i.e., (i) tires, (ii) sports and (iii) industrial and other products, and steadily strives for business growth toward achievement of the goals in its long-term vision, i.e., "VISION 2020", whose target year is set as 2020. In the tire business, Sumitomo Rubber Industries manufactures and sells tires whose main brands are "DUNLOP" and "FALKEN," and it has gained a high reputation in the fuel-efficient tire industry in Japan. Furthermore, Sumitomo Rubber Industries actively proceeds with overseas business expansion in emerging markets,

   where a long-term increase in demand can be expected, as well as in North America and Europe. In the sports business, Dunlop Sports plays a main role in developing golf and tennis products with supreme functionality, as well as expanding into the wellness business, such as regarding fitness. In addition, in the industrial and other products business, Sumitomo Rubber Industries provides a wide variety of products ranging from daily products such as rubber gloves and nursing care products to industrial materials, which are expected to see growth, such as vibration control rubber dampers and rubber parts for medical applications.

   Dunlop Sports is a company that was established due to Sumitomo Rubber Industries' Sports Business Department becoming independent in July 2003. Dunlop Sports was listed on the First Section of the TSE in October 2006 and plays a central role in the sports business of Sumitomo Rubber Group. Further, Dunlop Sports engages in the manufacturing and sale of golf and tennis products as well as in the wellness business. In terms of the core products of Dunlop Sports, namely, golf products, Dunlop Sports has expanded them globally under three (3) brands, i.e., "XXIO"; "SRIXON"; and "Cleveland Golf," which is a brand of Roger Cleveland Golf Company, Inc. that was acquired by Dunlop Sports in December 2007. In terms of tennis products, Dunlop Sports has manufactured and sold products under the "DUNLOP" and "SRIXON" brands. In addition, Dunlop Sports acquired its fitness business in October 2014 and has proceeded with a business expansion to achieve the creation of its wellness business, which is combined with the fitness business and the golf and tennis school business to form a third core business.

   In addition, on February 1, 2017, the Companies jointly established DICL, and, as of April 3, 2017, DICL was assigned the overseas "DUNLOP" trademark rights as well as the "DUNLOP" brand sporting goods business and licensing business from Sports Direct International plc ("SDI"). As a result of such business assignment from SDI to DICL, Sumitomo Rubber Group has become the owner of the "DUNLOP" trademark rights across a wide range of global areas, except in Europe, America, India, Australia and a few other countries in the tire business, and, it has become possible for Sumitomo Rubber Group to expand the "DUNLOP" brand's products globally in the sports business and the industrial products business.

   Under the above circumstances, in the future, as Sumitomo Rubber Group, it has become an important management issue to plan and promote strategies striving for the global enhancement of the value of the "DUNLOP" band to thereby lead to the improving the profitability of the Group as a whole, including existing businesses, and since the business assignment from SDI through DICL, the Companies have continued to consider the best ways in which to use the "DUNLOP" brand in Sumitomo Rubber Industries, Dunlop Sports and DICL.

   As a result, a conclusion has been reached that integrating the sports business of Dunlop Sports and DICL, building a business strategy for the sports business that utilizes the "DUNLOP" brand, and accelerating global expansion, while at the same time integrating the sports business with Sumitomo

   Rubber Industries and thereby utilizing the financial power and the Materials and Research Department's management resources owned by Sumitomo Rubber Industries, as well as human resources who are well-versed in the sports business, and management resources owned by Dunlop Sports, to enhance the value of the "DUNLOP" brand and the expansion of the sports business, will contribute to maximizing the corporate value of each business, including the sports business and the tire business, and it has therefore been decided, at this time, to implement the Integration among the three companies involved, i.e., Sumitomo Rubber Industries, Dunlop Sports and DICL.

   The sports business after the Integration will increase its presence in the sports industry by way of continuing Dunlop Sports' corporate philosophy of "enriching the sporting lives of customers," by adding the "DUNLOP" brand, which has become available for global expansion, to brands such as "XXIO," "SRIXON" and "Cleveland Golf" that have already been cultivated, and expanding the business fields available, such as through expanded areas and items handled, as well as by way of accelerating the expansion of the sports business through brand investment by taking advantage of the management resources of Sumitomo Rubber Group. In addition, the enhancement in the value of the "DUNLOP" brand through the sports business will also contribute to achieving Sumitomo Rubber Industries' long-term vision, i.e., "VISION2020".

3. Schedule for the Integration

Date of resolution at meeting of the board of directors (Sumitomo Rubber Industries, Dunlop Sports and DICL)	August 29, 2017 (Tuesday)
Date of execution of Merger Agreement (1) and Share Transfer Agreement (Sumitomo Rubber Industries and Dunlop Sports) Date of execution of Merger Agreement (2) (Sumitomo Rubber Industries and DICL)	August 29, 2017 (Tuesday)
Date of publication of record date of extraordinary general meeting of shareholders (Dunlop Sports)	August 30, 2017 (Wednesday) (scheduled)
Record date of extraordinary general meeting of shareholders (Dunlop Sports)	September 15, 2017 (Friday) (scheduled)
Date of holding extraordinary general meeting of shareholders (Dunlop Sports)	November 7, 2017 (Tuesday) (scheduled)
Last trading date (Dunlop Sports)	December 26, 2017 (Tuesday) (scheduled)
Date of delisting (Dunlop Sports)	December 27, 2017 (Wednesday) (scheduled)
Date of implementation of the Share Transfer (Sumitomo Rubber Industries and DICL)	December 28, 2017 (Thursday) (scheduled)
Effective date of Merger Agreement (1) (Sumitomo Rubber Industries and Dunlop Sports)	January 1, 2018 (Monday) (scheduled)