Leading Proxy Advisory Firms Recommend Shareholders Reject Sapporo’s AWS at Annual Meeting

Business Wire, March 18, 2009

TOKYO -- Steel Partners Japan Strategic Fund (Offshore), L.P. (“Steel Partners”) today announced that the RiskMetrics Group (“RiskMetrics”) and Glass Lewis & Co. (“Glass Lewis”), the world’s leading independent proxy advisory firms, together with Japan Proxy Governance Inc., have each recommended that shareholders vote AGAINST the renewal of the Sapporo Holdings Limited (TOKYO:2501) (“Sapporo” or the “Company”) advance warning system (“AWS”) type poison pill at the Company’s upcoming annual general meeting of shareholders on March 27, 2009.

“Given the [Sapporo] board’s abusive use of the takeover defense plan … we have no reason to believe that this plan will be used for the benefit of shareholders,” stated Glass Lewis in its analysis.

RiskMetrics stated that it believes Sapporo’s revised AWS-type poison pill would insulate the Company’s management from investor pressure to improve financial and operational performance: “allowing the company to continue to have a poison pill will counter some of the pressure which Sapporo management has been under; and we believe that maintaining such pressure will help ensure that management focuses on enhancing shareholder value.”

RiskMetrics added: “If the reasons why Sapporo has started to show favorable financial performance in recent years can be somewhat attributed to Steel’s engagement, it can be said that shareholder activism worked at Sapporo.”

Warren Lichtenstein of Steel Partners commented: “We believe the positions of these three advisory firms, combined with recent statements from the Tokyo Stock Exchange (“TSE”) and METI’s Corporate Value Study Group, validate our long-stated argument that AWS-type defenses only serve to entrench management while harming corporate value and shareholder interests.”

Mr. Lichtenstein added: “The current difficulties facing the global financial system are the direct result of poor governance. There will be greater focus on corporate governance than ever before. Improved corporate governance will be vital to improve Japan’s international competitiveness and ability to attract high-quality risk capital from both domestic and foreign investors.”

On February 17, 2009, Steel Partners officially withdrew its proposal to acquire 33.3% of the outstanding voting rights of Sapporo at ¥875 per share due to the Company’s use of the AWS to avoid negotiating with Steel. At that time, Steel Partners announced that it intends to vote against an extension of the AWS and against the re-election of the incumbent directors and at the upcoming annual general meeting.

“Given the Board’s consistent resistance to holding meaningful discussions with Steel Partners, which is still the Company’s largest shareholder, combined with continued weak operational and financial performance, we have no choice but to vote against re-election of the members of the Board,” Mr. Lichtenstein stated.

Steel Partners believes that Sapporo’s misuse of the AWS is an example of the abuse of defense mechanisms criticized by the Tokyo Stock Exchange and other Japanese regulatory bodies. The TSE’s Summary of Investor Hearings Proceedings reported that the investor panel participating in the July 2008 hearing expressed the opinion that “although takeover defense measures should be used as a tool in negotiations, this is not the case in Japan. They become a hindrance to negotiations with a strategic acquirer as well.”

Steel Partners has been a shareholder of Sapporo since 2004 and, together with its related parties, is currently the largest shareholder holding 73,400,000 shares, or approximately 18.63% of the Company’s outstanding shares.

About SPJSF

Steel Partners Japan Strategic Fund (Offshore), L.P. is a long-term relationship/active value investor that seeks to work with the management of its portfolio companies to increase corporate value for all stakeholders and shareholders.