fuji machine mfg. co., ltd
TRANSCRIPT
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Securities Code: 6134June 4th, 2014
Fuji Machine Mfg. Co., Ltd.19 Chausuyama, Yamamachi, Chiryu-shi Aichi, Japan
Nobuyuki Soga, President & Representative Director
Notice of Convocation of the 68th Ordinary General Meeting of Shareholders
To Our Shareholders:
You are cordially invited to the 68th Ordinary General Meeting of Shareholders of the Company to be held as follows.
If you are unable to attend the Meeting, you may exercise your rights to vote in writing. Please review the “Reference Material for the General Meeting of Shareholders” described below, indicate your approval or disapproval of the proposals on the enclosed Voting Card, then sign and return it so it will arrive by 6:00 p.m., Thursday, June 26th, 2014.
Meeting Details
1. Date & Time: 10:00 a.m. on Friday, June 27th, 2014
2. Place: Grand Hall, 7th floor of the Corporate Headquarters19 Chausuyama, Yamamachi, Chiryu-shi, Aichi, Japan(Refer to the “Information map” at the end.)
3. Objectives of Meeting:Reporting:
1. Presentation of the Business Report, Consolidated Financial Statements and Findings of Audits on Consolidated Financial Statements by the Independent Auditor and the Board of Corporate Auditors for the 68th Business Period (from April 1st, 2013, to March 31st, 2014)
2. Presentation of the Nonconsolidated Financial Statements for the 68th Business Period (from April 1st, 2013, to March 31st, 2014)
Agenda: Proposal 1: Appropriation of Retained EarningsProposal 2: Partial Amendments to the Articles of IncorporationProposal 3: Election of Eight DirectorsProposal 4: Election of One Substitute Corporate AuditorProposal 5: Continuation of a Policy for Countermeasures to Large-Scale Acquisitions of
the Company’s Shares and Other Securities (Takeover Defense Measures)
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When you attend the Meeting in person on the day, we kindly request you to submit the enclosed Voting Card to the reception desk at the meeting venue.
Please note that any changes to the Reference Material for the General Meeting of Shareholders as well as the Business Report, Nonconsolidated/Consolidated Financial Statements will be posted on the Company's website at http://www.fuji.co.jp/.
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Reference Material for the General Meeting of Shareholders
Proposal 1: Appropriation of Retained Earnings
To achieve both the return of the Company’s profits to its shareholders and the reinforcement of the Company’s financial ground, the Company would like to work toward maintaining the stable dividends and ensuring the continuous return of the Company’s profits while reinforcing the management structure to improve profitability.
In consideration of the results in this business year and the future business developments, we would like to decide the proposed appropriation of retained earnings for the 68th business period as follows.
Details of the year-end dividends
(1) Type of the asset distributed as dividend: Cash(2) Allocation of the asset distributed as dividend and the total amount thereof: ¥6 per share of the Company's
common stockPlease note that the total of the dividends will amount to ¥586,549,284.
(3) Effective date of dividend distribution from retained earnings: Monday, June 30th, 2014
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Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendmentBusiness purposes will be added or amended in Article 2 (“Purpose”) of the current Articles of Incorporation in order to expand the Company’s line of business and to prepare for future business development.
2. Details of the amendmentDetails of the amendment are as shown below.
(Proposed amendments are underlined)Current Articles of Incorporation Proposed Amendments
(Purpose)Article 2. The purpose of the Company shall be to
engage in the following businesses:
(Purpose)Article 2. The purpose of the Company shall be to
engage in the following businesses:
(1) - (2) (Omitted) (1) - (2) (Unchanged)
(Newly added) (3) Manufacture, sale and repair of medical and life-support robots as well as related devices
(3) Manufacture and sale of liquid crystal panel manufacturing equipment
(4) Research, development, manufacture and sale of solar cells
(5) Manufacture, sale and repair of automatic control devices of various types of machinery and appliances, and related instruments
(6) Design, manufacture, sale and repair of electronic circuits and printed circuit board of measurement control instruments and related devices
(7) Development and sale of information processing and telecommunications software
(8) Repair, recycling and sale of telecommunications devices and peripheral devices
(4) Manufacture and sale of liquid crystal panel manufacturing equipment
(5) Research, development, manufacture and sale of solar cell systems
(6) Manufacture, sale and repair of automatic control devices of various types of machinery and appliances, and related instruments
(7) Design, manufacture, sale and repair of electronic circuits and printed circuit board of measurement control instruments and related devices
(8) Development and sale of information processing and telecommunications software
(9) Repair, recycling and sale of telecommunications devices and peripheral devices
(Newly added) (10) Processing and sale of metal components
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Current Articles of Incorporation Proposed Amendments
(9) Repair, recycling and sale of second-hand machine tools, industrial robots and telecommunications equipment
(10) Food service and food service management
(11) Maintenance, cleaning and security operations within and outside of the building
(12) Operations related to solicitation of the purchase of non-life and life insurance, and its agency business
(13) Temporary staffing business
(11) Repair, recycling and sale of second-hand machine tools, industrial robots and telecommunications equipment
(12) Food service and supply of food and beverages, and management of such services
(13) Maintenance, cleaning and security operations within and outside of the building
(14) Operations related to solicitation of the purchase of non-life and life insurance, and its agency business
(15) Temporary staffing business
(Newly added) (16) Manufacture, sale and repair of surface cleaning and modification devices and related instruments
(Newly added) (17) Production and sale of plants and agricultural produce, and manufacture, sale and repair of related devices
(Newly added) (18) Operation and sale of distribution systems, and manufacture, sale and repair of related devices
(Newly added) (19) Planning and operation of educational, cultural and regional exchange businesses
(14) All operations incidental or related to each of the above items
(20) All operations incidental or related to each of the above items
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Proposal 3: Election of Eight Directors
The term of office of all seven Directors expires at the close of this ordinary general meeting of shareholders. Accordingly, the Company proposes the election of eight Directors including two Outside Directors, with an addition of one Director in order to enhance the management structure.
Candidates for Directors are as follows.
Candidate number
Name(Date of birth)
Career summary, position and responsibility in the Company
(Position and representation of other companies)
Number of the Company’s shares owned
1 Nobuyuki Soga(February 26th, 1952)
April 1975 Entered the CompanyApril 2006 Manager, Business Planning Office,
Electronics Assembly Equipment DivisionJune 2007 Director, Executive OfficerJune 2008 Director, Managing Executive OfficerJune 2009 President & Representative Director
(To present)
21,600
2 Shinsuke Suhara(October 3rd, 1957)
April 1981 Entered the CompanyApril 2004 Manager, Development Department 1,
Electronics Assembly Equipment DivisionJune 2008 Executive Officer, Deputy General Manager,
Electronics Assembly Equipment Division; Manager, General Engineering Department 1
June 2010 Director, Executive OfficerJune 2012 Director, Managing Executive OfficerJune 2013 Director, Managing Executive Officer;
General Manager, Electronics Assembly Equipment Division (To present)
3,000
3 Tadashi Takeuchi(May 21st, 1950)
April 1969 Entered the CompanyApril 2002 Manager, Development Manufacturing
Department, Manufacturing Business DivisionJune 2009 Executive Officer, Deputy General Manager,
Electronics Assembly Equipment Division; Manager, General Production Department
June 2011 Director, Executive OfficerJune 2013 Director, Managing Executive Officer October 2013 Director, Managing Executive Officer; General
Manager, Machine Tools Division; General Manager, Internal Manufacturing Division; Plant Manager, Fujioka Plant (To present)
[Representation of Other Companies]Chairman, Fuji Machine America CorporationChairman, Kunshan Fuji Machine Mfg. Co., Ltd.
9,400
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Candidate number
Name(Date of birth)
Career summary, position and responsibility in the Company
(Position and representation of other companies)
Number ofthe Company’s shares owned
4 Seigo Kodama(March 12th, 1954)
April 1979 Entered the CompanyApril 2004 Manager, Software Development, Electronics
Assembly Equipment DivisionJune 2008 Executive Officer; Manager, Technology
Development CenterJune 2012 Director, Executive OfficerApril 2013 Director, Executive Officer; Manager,
Technology Development Center (To present)
9,000
5 Takayoshi Kawai(July 14th, 1954)
April 1978 Entered the CompanyApril 2004 Manager, Control Technology Development
Department, Electronics Assembly Equipment Division
June 2008 Executive Officer; Deputy General Manager, Electronics Assembly Equipment Division; Manager, General Engineering Department 2
May 2010 President and Representative Director, Edec Linsey System Co., Ltd.
June 2013 Director, Executive Officer October 2013 Director, Executive Officer;
Deputy General Manager, ElectronicsAssembly Equipment Division, Head of Production, Plant Manager, Okazaki Plant (To present)
8,200
6 Mitsuji Tatsumi*(April 12th, 1958)
April 1982 Joined Dainippon Screen Mfg. Co., Ltd.December 2009 Entered the CompanyApril 2010 General Manager, Accounting Department,
Management DivisionJuly 2012 Executive Officer; General Manager,
Accounting Department (To present)
5,000
7Motoo Uemura
(December 4th, 1956)
Outside Director
April 1985 Registered as LawyerApril 1988 Founded Meiwa Sogo Law Office
(Representative) (To present)January 2000 Registered as Patent AttorneyApril 2000 Part-time Lecturer, School of Informatics and
Sciences, Nagoya University (To present)June 2008 Director of the Company (To present)April 2010 Part-time Lecturer, Faculty of Law,
Nanzan University (To present)April 2012 Part-time Auditor, Aichi Nursing Association
(To present)
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8Nobuyuki Matsui
(May 7th, 1943)
Outside Director
April 1985 Professor, Department of Electrical and Computer Engineering, Nagoya Institute of Technology
January 2004 President, Nagoya Institute of TechnologyJune 2010 Director of the Company (To present)April 2012 Part-time Specially Appointed Professor to the
Chairman of the Board of Trustees, Chubu University (To present)
—
Notes:1. An asterisk (*) indicates a newly appointed candidate for Director.2. These candidates have no particular interests in the Company.
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3. Matters on candidates for Outside Directors(1) Motoo Uemura and Nobuyuki Matsui are candidates for Outside Directors.(2) Although Motoo Uemura, has no corporate management experience other than his experience as Outside
Director, he is nominated as Outside Director because the Company believes that he will be able to adequately serve as a decision maker for management issues and as a supervisor for the performance of Company operations, taking advantage of his expertise and experience as lawyer and patent attorney.
(3) Although Nobuyuki Matsui has no corporate management experience other than his experience as Outside Director, he is nominated as Outside Director because the Company believes that he will be able to adequately serve as a decision maker for management issues and as a supervisor for the performance of Company operations, taking advantage of his expertise and experience as a university professor and former president.
(4) Motoo Uemura and Nobuyuki Matsui are incumbent Outside Directors of the Company. The length of service of Mr. Uemura and Mr. Matsui as Outside Director will be six years and four years, respectively, at the close of this ordinary general meeting of shareholders.
(5) Pursuant to Article 427, Paragraph 1, of the Companies Act, an agreement to limit the liability for damages set forth in, Article 423, Paragraph 1, of the said act is entered into between the Company and Motoo Uemura and Nobuyuki Matsui. When Mr. Uemura and Mr. Matsui are reappointed, the Company intends to continue the agreement with them. The limit of the liability for damages under the agreement will be the amount stipulated in applicable laws.
(6) The Company has designated Motoo Uemura and Nobuyuki Matsui as Independent Auditors according to the regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange, and has notified said Exchange of that.
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Proposal 4: Election of One Substitute Corporate Auditor
The Company proposes that one Substitute Corporate Auditor be elected in case of a vacancy in the statutory number of Corporate Auditors.
As long as it occurs before he assumes office, the election of this Substitute Corporate Auditor can be nullified by resolution of the Board of Directors, with the consent of the Board of Corporate Auditors.
This proposal has been approved by the Board of Corporate Auditors.The candidate for Substitute Corporate Auditor is as follows.
Name(Date of birth)
Career summary, position in the Company(Position and representation of other companies)
Number ofthe Company’s shares owned
Masaaki Abe(October 31st, 1960)
April 1990 Registered as a Certified Public AccountantApril 1992 Established Masaaki Abe Certified Public
Accountant Office (Representative) (To present)November 1992 Registered as a Certified Tax Accountant
Established Masaaki Abe Certified Tax Accountant Office (Representative) (To present)
December 2011 Established Abe Certified Tax Accounting Corporation (Representative) (To present)
—
Notes:1. This candidate has no particular interests in the Company.2. Matters on the candidate for Outside Substitute Corporate Auditor
(1) Masaaki Abe is a candidate for Outside Substitute Corporate Auditor.(2) Although Masaaki Abe, has no corporate management experience, he is nominated as Outside Substitute
Corporate Auditor because the Company believes that, if he assumes the office of Corporate Auditor, he will be able to utilize his expertise and experience as a Certified Public Accountant and Certified Tax Accountant to benefit the auditing system of the Company.
(3) Pursuant to Article 427, Paragraph 1, of the Companies Act, the Company will conclude an agreement tolimit the liability for damages set forth in Article 423, Paragraph 1, of the said act with Masaaki Abe if he assumes the office of Corporate Auditor. The limit of the liability for damages under the agreement will be the amount stipulated in applicable laws.
(4) Masaaki Abe satisfies the qualifications for Independent Auditor according to the regulations of the TokyoStock Exchange and the Nagoya Stock Exchange.
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Proposal 5: Continuation of a Policy for Countermeasures to Large-Scale Acquisitions of the Company’s Shares and Other Securities (Takeover Defense Measures)
Fuji Machine Mfg. Co., Ltd. (the “Company”), at the Company’s Board of Directors meeting held on May 15, 2008, resolved to adopt a basic policy regarding those who control decisions on the Company’s financial matters and business policies (under Article 127, Item 1, of the Ordinance for Enforcement of the Corporation Law [currently, Article 118, Item 3-a, of the Ordinance for Enforcement of the Companies Act]; hereinafter the “Basic Policy”), and a policy forcountermeasures to large-scale acquisitions of the Company’s share certificates, etc. (hereinafter the “Original Policy”), as a specific measure (under Article 127, Item 2-b, of the Ordinance for Enforcement of the Companies Act [currently, Article 118, Item 3-b (2), of the Ordinance for Enforcement of the Companies Act]) to prevent decisions on the Company’s financial matters and business policies from being controlled by a party deemed to be inappropriate with regard to the Basic Policy, for the purpose of ensuring and enhancing the corporate value of the Company and the common interests of shareholders. To reflect the shareholders’ intention, it was proposed to adopt the Original Policy at the 62nd Ordinary General Meeting of Shareholders held on June 27, 2008 with the approval of the shareholders.
Since then, the Original Policy has been approved by shareholders and updated as a policy for countermeasures to large-scale acquisitions of the Company’s share certificates, etc. that was partially amended from the Original Policy (hereinafter the “Current Policy”) at the 65th Ordinary General Meeting of Shareholders held on June 29, 2011. Since the valid term of the Current Policy expires at the end of the 68th Ordinary General Meeting of Shareholders to be held on June 27, 2014 (hereinafter “This Annual Shareholders’ Meeting”), the Company hereby seeks the judgment of This Annual Shareholders’ Meeting concerning the resolution that was made at the Company’s Board of Directors meeting held on May 8, 2014. The resolution made by the Board of Directors then was to extend the Current Policy (the extended Current Policy is hereinafter referred to as “This Policy”) based on the Basic Policy, as a specific measure to prevent decisions on the Company’s financial matters and business policies from being controlled by a party deemed to be inappropriate with regard to the Basic Policy, conditional upon approval of the shareholders at This Annual Shareholders’ Meeting.
Upon extension to This Policy, (1) it has been stipulated that, upon acquisition of the Stock Acquisition Rights (defined in III. 4. (3) below), there will be no delivery of cash as a compensation for the acquisition of the Stock Acquisition Rights that are owned by non-qualified parties (defined in 8 of Attachment 3, “Outline of the Stock Acquisition Rights”; this definition is applied throughout this document); and (2) there have been no substantive changes beyond improving part of the wording.
A resolution on the continuation of the Current Policy was passed unanimously at the Company’s Board of Directors meeting held on May 8, 2014 by all directors including two outside directors. The meeting was attended by all of the Company’s corporate auditors including two outside corporate auditors, who approve This Policy on condition of its appropriate implementation. The major shareholders of the Company as of March 31, 2014 are listed in Attachment 1. As of today the Company has received no specific notice or proposal to effect such a large-scale acquisition of the Company’s shares and other securities (defined in III. 2. below).
The details of This Policy are as follows:
I. Basic Policy Regarding Those Who Control Decisions on the Company’s Financial Matters and Business Policies
The Company considers that those who control decisions on the Company’s financial matters and business policies must fully understand the features of the Company’s businesses and the sources of corporate value of the Company, and be able to continuously ensure and enhance the corporate value of the Company and the common interests of shareholders.
The Company does not generally oppose the acquisition of a large amount of the Company’s shares, if it contributes to the corporate value of the Company and the common interests of shareholders. Also, the Company believes a decision regarding any proposed acquisition that would involve a transfer of corporate control of a target company must ultimately be based on the intent of all the shareholders of the target company.
Nonetheless, there are some large-scale acquisitions that do not enhance the corporate value of the target company or
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serve the common interests of shareholders: those with a purpose that would obviously harm the corporate value of the target company and the common interests of shareholders; those with the potential to substantially coerce shareholders into selling their shares; and those that do not provide sufficient time or information for the target company’s shareholders and its Board of Directors to consider the terms and conditions and the like of the large-scale acquisition or to allow for the target company’s Board of Directors to make an alternative proposal.
The Company considers that those who intend to conduct a large-scale acquisition of shares that does not contribute to the corporate value of the Company and the common interests of shareholders are inappropriate as the parties to control decisions on the Company’s financial matters and business policies. Consequently, the Company believes that it must secure the corporate value and the common interests of shareholders by taking necessary and significant countermeasures against such a large-scale acquisition of shares.
II. Special Measures to Contribute to Realizing the Basic Policy
1. Measures to enhance the corporate valueThe FUJI Group endeavors to create higher corporate value for shareholders, customers, business partners, and
employees by advocating the following basic management philosophies based on the corporate motto of “Providing state-of-the-art technologies by fully responding to user needs through consistent R&D efforts.” The basic management philosophies of the Group are enumerated below.1) We comply with laws, regulations, social norms, the Articles of Incorporation, and in-house rules in all aspects
of executing business duties at worksites;2) We supply valuable products and services that contribute to creating a more convenient and comfortable society
through consistent technology development and quality improvement;3) We establish cheerful and active worksites with a corporate culture that respects individuality and nurtures a
strong team spirit;4) We break through into new business fields based on our global and innovative business administration; and,5) We conduct environment-friendly business activities in recognition that the protection of the global environment
is a vital theme common to all human beings.
Since its foundation in 1959 as an industrial equipment manufacturer in the mainstay fields of electronics assembly equipment and machine tools, the FUJI Group has supplied digital equipment manufacturers of mobile phones and PCs and automobile manufacturers with state-of-the-art technologies and services throughout the world. In recent years, the Group has proactively established a high-profitability financial structure to ensure the continued growth of diverse businesses via further cost reduction to conquer the market competition, given an increasingly harsh business environment that includes diversifying customer requests against a backdrop of technological innovations, market globalization, intensifying price competition and fluctuations in capital investment demand. Initiatives in this line included reinforcing the sales and service systems, promoting reforms of the development and manufacturing processes and continuous launches of leading-edge, differential products that effectively meet customer needs.
As part of its medium- and long-term management strategy, the Group aims to improve the competitiveness of its products and the sustainable growth of its businesses to ensure swifter and more flexible responses to changes in the business environment and markets and the continued provision of high-value-added products that are manufactured with trustworthy technology and high quality. The specific priority policies of the Group are described below.1) Reinforcing R&D capabilities
We will enhance the elemental, processing and simulation technologies, all of which derive from our high-precision, high-speed surface mount technology and high-precision assembly technology, to allow for the creation of new values ahead of current market requests and swifter commercialization. Concurrently, we are actively promoting the improvement of product safety and environmental performance.
2) Raising our cost competitivenessWe will promote VE (value engineering)–focused cost reduction in the design and development stages through
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the overall improvement of the design, procurement, manufacturing and sales processes. At the same time, we will endeavor to improve production efficiency by reducing the lead time required for faster procurement of components. In addition, we will further strengthen cost competitiveness with the enhanced efficiency improvement for indirect operations by functionally integrating intra-group organizations.
3) Reinforcing marketing and sales capabilitiesWe will promote the consecutive launches of leading-edge products to meet customer needs in well-selected
target markets for each business with our improved marketing function. Furthermore, as part of our enhanced sales function, we will aim to increase the number of new customers and the market share by enhancing the service support system and supplying customer-oriented solutions toward higher customer satisfaction.
4) Development and effective use of human resourcesWe will actively encourage the succession of excellent technologies and skills at worksites by solidifying our
personnel- and education-related schemes to nurture monozukuri (manufacturing)–focused, talented employees and carry out a right-person-in-the-right-place policy.
5) Enhancing corporate governanceWe will actively commit not only to increasing product value but also further reinforcing internal controls in
combination with the thorough dissemination of compliance and a more stringent risk management system. Furthermore, we will strive for sustainable improvement of our corporate value in the pursuit of harmonious coexistence with society by promoting social contribution programs and environmental preservation activities.
The Company believes that Group-wide execution of the above strategic medium-term policies taking into account the social environment and safety should serve to improve our business performance. This, in turn, should also enhance the corporate value of the Company and the common interests of shareholders, thereby contributing to realizing the Basic Policy.
2. Initiatives toward enhanced corporate governanceThe FUJI Group recognizes it as a top priority management task to make the utmost efforts to create higher
corporate value for the sake of shareholders, customers, business partners and employees. Accordingly, all the group companies endeavor to establish and enhance their respective organizational systems to quickly and precisely cope with environmental changes and create fair and transparent management systems, as well as to reinforce the risk compliance systems.
To this end, the Company has introduced an executive officer system to separate the decision-making function and the business execution function in management. This system will speed up the managerial decision-making process and clarify responsibility through the delegation of authority to executive officers, thereby allowing them to fulfill their operational duties and assume the responsibility to report the execution of operational duties and determine policies at regular and ad hoc meetings of the Operations Executive Board. The Company sets a limit to the term of office of directors until the conclusion of the ordinary general meeting of shareholders pertaining to the last business year that ends within one (1) year after their election in the Articles of Incorporation, in order to clarify the management responsibilities of directors and establish an agile and flexible management system to swiftly cope with changes in the business environment. In addition, the Company elects highly independent outside directors with the aim of ensuring transparency in management and reinforcing the management oversight function to be assumed by the Board of Directors. Furthermore, the Company has established the Risk Compliance Committee as an internal control organ, for which the responsible chief officer is the President and CEO. The Risk Compliance Committee supports the streamlining of cross-departmental risk management systems in the respective departments and promotes their improvement from a companywide viewpoint. At the same time, the Company is committed to various risk management efforts through the Quality Control Committee to supervise quality risks and the Environment Control Committee and the Health and Safety Committee with regard to environment- and health/safety-related risks associated with corporate social responsibility. The Internal Control Council, for which the responsible chief officer
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is the President and CEO, supervises the relevant operations for the setup, improvement, operation and evaluation of internal controls involved in financial reporting. In addition to the organs described above, apart from the corporate auditors, the Audit Department, which reports directly to the President and CEO, conducts audits about the risk management conditions in the respective departments and reports the results to the President and CEO. The regular Operations Executive Board meetings, which are attended by representatives from the subsidiaries, confirm that the subsidiaries’ business activities are properly and effectively carried out. Moreover, the Audit Department audits that business duties are properly executed at the subsidiaries and that compliance and risk management systems are properly operated, including those of the subsidiaries, and reports the results to the President and CEO.
III.Measures to Prevent Decisions on the Company’s Financial Matters and Business Policies from Being Controlled by a Party Deemed Inappropriate Regarding the Basic Policy
1. Purpose of This PolicyThis Policy shall be continued for the purpose of ensuring and enhancing the corporate value of the Company and
the common interests of shareholders, in accordance with the Basic Policy stated in I. above. The Company’s Board of Directors has resolved to continue the Current Policy upon reaching the conclusion that a framework will continue to be indispensable to deter an offer to make a large-scale acquisition of the Company’s shares that might harm the corporate value of the Company or the common interests of shareholders, to ensure that enough time and the necessary information are provided to allow the shareholders to judge whether the large-scale acquisition is inappropriate or not, or to allow the Company’s Board of Directors to put an alternative proposal to the shareholders and discuss and negotiate with the acquirer on behalf of the shareholders.
2. Outline of This PolicyIn the event any party who intends to effect an acquisition of the Company’s shares and other securities (hereinafter
the “Large-Scale Acquirer”), offers a proposal of acquisition of the Company’s shares and other securities that aims to increase the ratio of voting rights (giketsuken wariai [note 2]) of a specified shareholder (tokutei kabunushi [note 1]) to 20% or more or that results in a specified shareholder increasing its ratio of voting rights to 20% or more (for both acquisitions, no distinction is made as to the specific method of purchase, such as market buying and tender offers, excluding those for which the Company’s Board of Directors has given prior accord; hereinafter the “Large-Scale Acquisition”), This Policy sets out procedures regarding the Large-Scale Acquisition of the Company’s shares and other securities as described below (hereinafter the “Large-Scale Acquisition Rules”) and requests the Large-Scale Acquirer to comply with the Large-Scale Acquisition Rules in order to ensure prior provision of necessary information on the Large-Scale Acquisition and enough time for the Company’s shareholders to make decisions and the Board of Directors to evaluate and consider the details of the proposed Large-Scale Acquisition.
When it is clear that the Large-Scale Acquirer is acting in a way that would damage the corporate value of the Company or the common interests of shareholders, such as in cases where i) the Large-Scale Acquirer does not comply with the Large-Scale Acquisition Rules, or ii) the Large-Scale Acquirer observes the Large-Scale Acquisitions Rules, but causes irrecoverable damage to the Company, the Company’s Board of Directors shall implement countermeasures.
Meanwhile, as described in 5. below, the Company shall establish an Independent Committee, which consists of outside directors, outside corporate auditors, and outside experts, all of whom are independent from the Board of Directors, in compliance with the Independent Committee Rules (which are outlined in Attachment 2), in order to ensure transparency, objectivity, fairness, and rationality of the decisions of the Board of Directors on the possible effects of a Large-Scale Acquisition on the corporate value of the Company and the common interests of shareholders and the implementation of any countermeasures pursuant to This Policy. The Company shall maximally respect the recommendations by the Independent Committee.
Notes:
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1. “Specified shareholder (tokutei kabunushi)” means1) the party who is a holder (defined in Article 27-23, Paragraph 1, of the Financial Products and Exchange Act
of Japan, including persons described as a holder under Article 27-23, Paragraph 3, of said Act; unless otherwise provided for in this document, this definition is applied throughout this document. If there is any revision to the existing laws or regulations [including the case where the name of the laws or regulations is changed or where new law or regulation is established to succeed the old law or regulation] that are referred to in This Policy, the articles and wordings of the existing law or regulation shall be replaced with those that appear in the new law or regulation and that virtually succeeds the same content unless otherwise provided for by the Company’s Board of Directors) of share certificates, etc. (defined in Article 27-23, Paragraph 1, of the Financial Products and Exchange Act of Japan; unless otherwise provided for in this document, this definition is applied throughout this document), issued by the Company, and
2) the party who conducts acquisitions (defined in Article 27-2, Paragraph 1, of the Financial Products and Exchange Act of Japan; this definition is applied throughout this document) of share certificates, etc. (defined in Article 27-2, Paragraph 1, of the Financial Products and Exchange Act of Japan; unless otherwise provided for in this document, this definition is applied throughout this document), issued by the Company, and persons having a special relationship (tokubetsu kankeisha) (defined in Article 27-2, Paragraph 7, of the Financial Products and Exchange Act of Japan; this definition is applied throughout this document) with such a party.
2. “Ratio of voting rights (giketsuken wariai)” means1) the holding ratio of share certificates, etc. (kabuken tou hoyuu wariai) (defined in Article 27-23, Paragraph 4,
of the Financial Products and Exchange Act of Japan; this definition is applied throughout this document), of a holder as stated in Note 1. 1) above (when calculating the holding ratio of share certificates, etc., total number of the issued shares [defined in Article 27-23, Paragraph 4, of the Financial Products and Exchange Act of Japan] may be taken from the latest issue of either Annual Securities Report, Quarterly Securities Reports, or Share Buyback Report) , or
2) a total of the owning ratio of share certificates, etc. (kabuken tou shoyuu wariai) (defined in Article 27-2, Paragraph 8, of the Financial Products and Exchange Act of Japan; this definition is applied throughout this document), of a party who conducts acquisitions and persons having a special relationship with such a party as stated in Note 1. 2) above (when calculating the owing ratio of share certificates, etc., total number of voting rights [defined in Article 27-2, Paragraph 8, of the Financial Products and Exchange Act of Japan] may be taken from the latest issue of either Annual Securities Report, Quarterly Securities Report, or Share Buyback Report).
3. Details of the Large-Scale Acquisition RulesThe Company’s Board of Directors considers that a Large-Scale Acquisition conducted in compliance with the
Large-Scale Acquisition Rules is in agreement with the corporate value of the Company and the common interests of shareholders. The outline of such Large-Scale Acquisition Rules is the following procedures: i) prior provision of necessary and sufficient information by the Large-Scale Acquirer to the Board of Directors, and ii) the Large-Scale Acquisition shall be initiated only after the elapse of a predetermined period for consideration by the Company’s Board of Directors.
(1) Submission of the Statement of IntentIf a Large-Scale Acquirer intends to effect a Large-Scale Acquisition, the Large-Scale Acquirer is first requested
to submit to the Board of Directors a document (hereinafter the “Statement of Intent”) in Japanese that contains a written oath that the Large-Scale Acquirer will comply with the Large-Scale Acquisition Rules in conducting the Large-Scale Acquisition. The Statement of Intent must include the following items.1) Outline of the Large-Scale Acquirer;
(i) Name and address(ii) Corporate purpose and business lines(iii) Outline of the major shareholders or major capital investors (the number of shares held or equity position
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for the top 10 parties)(iv) Applicable law under which the company was established(v) Representative(vi) Contact in Japan
2) The number of the Company’s shares and other securities currently held by the Large-Scale Acquirer, as well as the transactions thereby in the period of 60 days immediately prior to submission of the Statement of Intent;
3) Outline of the Large-Scale Acquisition proposed by the Large-Scale Acquirer (including the type and number of shares and other securities, intended for the Large-Scale Acquisition by the Large-Scale Acquirer, outline of the purpose thereof (including the gist and outline of the plan if the Large-Scale Acquirer has any other purposes such as assignment of the Company’s shares and other securities to third parties or an action of significant proposals (note 3) after its acquisition of control of the Company’s management; participation in the management, net investment, policy investment or the Large-Scale Acquisition; and, should the Large-Scale Acquisition have several purposes, an explanation of the respective reasons for each);
4) A written oath to the effect that the Large-Scale Acquirer will comply with the Large-Scale Acquisition Rules.
Upon the submission of the Statement of Intent, a certified copy of commercial registration, a copy of the company’s Articles of Incorporation, and other documents evidencing the existence of the Large-Scale Acquirer (including Japanese translation if it is written in a foreign language) shall accompany the Statement of Intent.
Note:3. “Action of significant proposals (juyo teian koi to)” is defined, respectively, in Article 27-26, Paragraph 1, of the
Financial Products and Exchange Act of Japan, Article 14-8-2, Paragraph 1, of the Enforcement Order of the Financial Products and Exchange Act and Article 16 of the Cabinet Office Regulations concerning Disclosure of the Status of Large Holding of share certificates, etc.
(2) Provision of information regarding the Large-Scale AcquisitionWithin 10 business days (note 4) (the first business day to be excluded) after receipt of the Statement of Intent, the
Company’s Board of Directors shall deliver a list of information to be initially provided (hereinafter the “Initial Information List”) by the Large-Scale Acquirer, which would be necessary to allow the shareholders to make decisions and the Board of Directors to evaluate and consider the details of the proposed Large-Scale Acquisition, by receiving advice from outside experts (including investment bank, security company, financial adviser, certified public accountant, lawyer, consultant, and any other experts; this definition is applied throughout this document) as needed. The Large-Scale Acquirer, therefore, is requested to provide sufficient information to the Company’s Board of Directors according to the Initial Information List in Japanese. The Company’s Board of Directors shall promptly make available the information provided by the Large-Scale Acquirer to the Independent Committee. In case the Board of Directors, after maximally respecting the opinion of the Independent Committee, reasonably determines that the content of the initially provided information according to the Initial Information List is insufficient to allow the Company’s shareholders to make decisions on and the Board of Directors to evaluate and consider the details of the proposed Large-Scale Acquisition, it may request the Large-Scale Acquirer to additionally provide information (information to be initially provided according to the Initial Information List and information to be additionally provided shall be collectively referred to as the “Large-Scale Acquisition Information”). The Company’s Board of Directors shall also promptly make available the additionally provided information to the Independent Committee.
The Company’s Board of Directors may, as necessary, set a due date for responses of the Large-Scale Acquirer each time the Board of Directors requests provision of information from the perspective of prompt administration of the Large-Scale Acquisition Rules. In addition, the Company’s Board of Directors shall set a period equal to 60 days commencing on the date of dispatch of the Initial Information List as the upper limit of the period within which the Company’s Board of Directors shall request the Large-Scale Acquirer to provide information, and the Large-Scale Acquirer shall respond (hereinafter the “Information Provision Request Period”). In the event that the Information Provision Request Period reaches the upper limit and expires, the Board of Directors shall terminate correspondence with the Large-Scale Acquirer with respect to the provision of information at that time, and immediately commence
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assessment and deliberations at a meeting of the Board of Directors, even if not all information regarding the Large-Scale Acquisition has been provided. On the other hand, even before expiration of the Information Provision Request Period, the Board of Directors shall terminate the Information Provision Request Period and immediately commence assessment and deliberations at a meeting of the Board of Directors, if the Board of Directors considers the information provided by the Large-Scale Acquirer to be adequate, or if the Large-Scale Acquirer does not provide part of the information regarding the Large-Scale Acquisition, but has reasonable cause for the inability to provide such information.
The following information set forth in items 1) through 9) shall be included in the Initial Information List in principle, but the specific content and scope of Large-Scale Acquisition Information shall be limited to within the necessary and sufficient content and scope determined reasonably for a judgment to be made by the shareholders and formation of an opinion by the Board of Directors in the light of the content and characteristics of the Large-Scale Acquisition (the content and scope of additional information shall be determined by maximally respecting the opinion of the Independent Committee). Also, if the Large-Scale Acquirer is unable to provide part of the Large-Scale Acquisition Information, the Board of Directors shall request the Large-Scale Acquirer to provide instead specific reasons for the inability to provide such information.
1) Details (including the name, location, corporate purpose and substance of business thereof, corporate history, names, experience and the number of shares held by the representatives, officers, shareholders, employees, and other members, capital composition and other corporate profiles, accounting conditions, operating results and other financial conditions for the most recent three (3) years, and applicable laws for incorporation) of the Large-Scale Acquirer and its group (including joint holders (note 5) and persons having a special relationship).
2) The purpose (specific details of the purpose stated in the Statement of Intent), method, and terms of the Large-Scale Acquisition (including the amount and type of consideration for the Large-Scale Acquisition, the time frame of the Large-Scale Acquisition, the scheme of any related transactions, the legality of the Large-Scale Acquisition method (including the acquisition of permission and authorization necessary to fulfill statutory requirement), the probability that the Large-Scale Acquisition will be effected, and the gist and reasons if delisting of the Company’s shares is anticipated after completion of the Large-Scale Acquisition).
3) The basis for the calculation of the price of the Large-Scale Acquisition (including the underlying facts and assumptions of the calculation, the calculation method, the numerical data used in the calculation, the details of any expected synergies from any series of transactions relating to the Large-Scale Acquisition, and the name, summary of the opinion and circumstances in which pricing was decided with reference to the opinion of third parties such as outside experts and other professionals if an opinion of a third party was used in making the calculation).
4) Financial support for the Large-Scale Acquisition (including the name, financing methods, and the terms of a related series of transactions, and transaction schemes of the funds providers [including all substantive funds providers]).
5) Existence of communications with third parties with regard to the Large-Scale Acquisition and the content thereof if any.
6) Post-acquisition management policies, business plan, financial plan, capital policy, and dividend policy for the Company and the FUJI Group after the Large-Scale Acquisition is completed.
7) Post-acquisition policies dealing with stakeholders in the Company such as the employees, business partners, and local communities after the Large-Scale Acquisition is completed.
8) Measures to avoid conflict of interests with other shareholders of the Company and the content thereof.9) Information concerning relationships with antisocial forces.
The Company’s Board of Directors shall disclose to the shareholders the fact that a Large-Scale Acquisition wasproposed. The Company’s Board of Directors shall also disclose all or part of the Large -Scale Acquisition Information provided to the Board of Directors (if part of the Large-Scale Acquisition Information was not provided by the Large-Scale Acquirer, such fact and the reasons for the inability to provide part of the information shall be included. This definition is applied throughout this document), at a time the Board of Directors considers that such
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information is necessary to be disclosed to the shareholders to make decisions after maximally respecting the opinion of the Independent Committee.
In addition, if the Board of Directors considers the information provided by the Large-Scale Acquirer to be adequate, or if the Large-Scale Acquirer does not provide part of the information regarding the Large-Scale Acquisition, but the Board of Directors considers that the Large-Scale Acquirer has reasonable cause for the inability to provide such information, the Board of Directors shall immediately disclose such fact after maximally respecting the opinion of the Independent Committee.
Notes:4. “Business day” means days other than those enumerated in each provision of Article 1, Paragraph 1, of the Law
Concerning Holidays of Administrative Organs. This definition is applied throughout this document.
5. “Joint holders” are defined in Article 27-23, Paragraph 5, of the Financial Products and Exchange Act of Japan, including persons regarded as a joint holder under Article 27-23, Paragraph 6, of said Act. This definition is applied throughout this document.
(3) Evaluation and consideration by the Company’s Board of DirectorsSubsequent to the expiration or termination of the Information Provision Request Period, the Company’s Board of
Directors shall set a period of either 1) or 2) below (hereinafter the “Board of Directors Consideration Period”) as a period required for evaluation and consideration thereof, negotiation and formation of opinion thereon and planning an alternative proposal by the Board of Directors, in consideration of the level of difficulty in making an assessment of the Large-Scale Acquisition.
1) A maximum period of 60 days in the case of a Large-Scale Acquisition by a tender offer (note 6), with cash-only (in Japanese yen) consideration targeting all the Company’s shares and other securities; or
2) A maximum period of 90 days in the case of a Large-Scale Acquisition other than that falling under category 1) above.The Company’s Board of Directors may extend the Board of Directors Consideration Period to a maximum of 30 days upon expiration of the Board of Directors Consideration Period, in case it deems that such evaluation, consideration, negotiation, formation of opinion and/or planning an alternative proposal have not yet been fully completed with regard to the Large-Scale Acquisition after maximally respecting the opinion of the Independent Committee. In this case, the specific period extended and the reason that necessitates the extension shall be informed to the Large-Scale Acquirer and disclosed to all the shareholders.During the Board of Directors Consideration Period, while asking for advice of outside experts, as required, the Company’s Board of Directors shall fully evaluate and consider the information provided, and shall carefully prepare its opinion and inform the Large-Scale Acquirer thereof and disclose its opinion to shareholders appropriately in a timely manner. If deemed necessary, the Company’s Board of Directors may negotiate with the Large-Scale Acquirer on the terms of the Large-Scale Acquisition and possibly submit an alternative proposal to the shareholders. Upon taking receipt of the Statement of Intent and the Large-Scale Acquisition Information from the Large-Scale Acquirer, the Board of Directors shall consult with the Independent Committee within the Board of Directors Consideration Period as to whether it is appropriate to implement any countermeasures. In this case, the Company’s Board of Directors shall provide the Independent Committee with all the information provided by the Large-Scale Acquirer.The Large-Scale Acquirer shall be allowed to initiate the Large-Scale Acquisition only after the elapse of the Board of Directors Consideration Period.
Note:6. “Tender offer” is defined in Article 27-2, Paragraph 6, of the Financial Products and Exchange Act of Japan. This
definition is applied throughout this document.
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(4) Recommendation of the Independent Committee for the implementation of countermeasuresAfter receiving a request for consultations from the Company’s Board of Directors, the Independent Committee
shall examine and give recommendations to the Board of Directors as to whether the Large-Scale Acquisition falls under items 1) through 5) of 4. (1) or (2) below, and whether it is appropriate to implement any countermeasures against the Large-Scale Acquisition, or on any other matters, within the Board of Directors Consideration Period in parallel with the Board of Directors’ assessment, examination, negotiation, formation of opinion, and planning of an alternative proposal described in 3. (3) above. Meanwhile, the Independent Committee may set a reasonable period as needed and request the Large-Scale Acquirer to provide additional information that would be necessary for such a consideration. To ensure that the Independent Committee’s decision contributes to ensuring and enhancing the corporate value of the Company and the common interests of shareholders, the Independent Committee may, at the expense of the Company, obtain advice from outside experts who are independent from the management executives engaged in the execution of the Company’s business affairs. The Company’s Board of Directors shall disclose immediately an outline of such recommendations and any other matters it deems appropriate.
(5) Resolutions of the Board of DirectorsThe Company’s Board of Directors shall maximally respect the recommendation of the Independent Committee
as stated in 3. (4) above, and shall determine whether any countermeasures should be implemented from the viewpoint of ensuring and enhancing the corporate value of the Company and the common interests of shareholders as soon as possible. The Board of Directors shall immediately disclose the outline of the decision and any other matters that it deems appropriate.
4. Handling policies toward a Large-Scale AcquisitionIn case the Company’s Board of Directors judges that it would be reasonable and appropriate to implement
countermeasures because the Large-Scale Acquisition is deemed to fall under any of the following requirements through its evaluation and consideration thereof and/or as a result of consultations and negotiations with the Large-Scale Acquirer, the Board of Directors may resolve to make a gratis allotment of stock acquisition rights as a countermeasure, as described in 4. (3) below, while maximally respecting the recommendation of the Independent Committee.
(1) If the Large-Scale Acquirer does not comply with the Large-Scale Acquisition RulesIf a Large-Scale Acquirer conducts or plans to conduct an acquisition without complying with the Large-Scale
Acquisition Rules, regardless of the specific condition or method of acquisition, the Company’s Board of Directors may regard the Large-Scale Acquisition as an purchasing act that would clearly and seriously harm the corporate value of the Company and the common interests of shareholders, and may resolve to implement necessary and appropriate countermeasures to ensure and enhance the corporate value of the Company and the common interests of shareholders.
(2) If the Large-Scale Acquirer complies with the Large-Scale Acquisition RulesIf the Large-Scale Acquirer conducts or plans to conduct an acquisition by complying with the Large-Scale
Acquisition Rules, the Company’s Board of Directors shall not resolve to implement countermeasures against the Large-Scale Acquisition as a general rule, although the Board of Directors shall not eliminate the possibilities of expressing an objection, submitting an alternative proposal and/or explaining to the shareholders even if the Board of Directors takes an opposing position. The shareholders shall be required to decide by themselves whether to accept the proposed Large-Scale Acquisition by taking into account the details of the proposal and the corresponding opinions and any alternative proposal provided by the Board of Directors.
Nevertheless, even if the Large-Scale Acquirer conducts or plans to conduct an acquisition by complying with the Large-Scale Acquisition Rules, the Company’s Board of Directors may resolve to implement necessary a nd substantial countermeasures as an exception with a view to protecting the corporate value of the Company and the common interests of shareholders, if the Board of Directors considers that the acquisition would clearly cause irrecoverable damages to the Company, thereby seriously harm the corporate value of the Company and the common
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interests of shareholders.Specifically, a Large-Scale Acquisition that falls under any of the following items from 1) through 5) is deemed
to be an action that is clearly considered to seriously harm the corporate value of the Company and the common interests of shareholders, as a general rule. On the contrary, the Company’s Board of Directors shall not resolve to implement a countermeasure solely for the reason that the Large-Scale Acquisition nominally falls under any of the following items from 1) through 5).1) In case the Large-Scale Acquirer is deemed to acquire the Company’s shares and other securities with no
intention of participating in the Company’s management, but only to raise the stock price and demand that any parties concerned with the Company acquire shares and other securities at considerably inflated prices (a so-called Green Mailer);
2) In case the Large-Scale Acquirer is deemed to acquire the Company’s shares and other securities through temporary control of the Company’s management for the purpose of conducting a forced transfer of intellectual properties, know-how, trade secrets and any major business partners, customers and others, all of which are deemed indispensable for the Company’s business activities, to the Large-Scale Acquirer or any of its group companies;
3) In case the Large-Scale Acquirer is deemed to acquire the Company’s shares and other securities through temporary control of the Company’s management for the purpose of appropriating the Company’s assets as collateral for liabilities or as the source of funds for payments for the sake of the Large-Scale Acquirer or any of its group companies;
4) In case the Large-Scale Acquirer is deemed to acquire the Company’s shares and other securities through temporary control of the Company’s management for the purpose of causing the Company’s management to dispose of its highly valued assets such as real estate and marketable securities that have no specific relevance to the Company’s ongoing businesses, having the Company temporarily pay large dividends against profits gained from such disposal, or selling the shares at a higher price, taking the opportunity to rapidly increase the share price as a result of the large temporary payment of dividends;
5) In case the acquisition method proposed by the Large-Scale Acquirer is deemed to refer to a structurally compulsory action, in effect, through a forced two-tiered acquisition procedure that restricts the opportunity or freedom of voluntary judgment and coerces shareholders to sell their share and other securities, in effect (i.e., making the purchase in the form of a tender offer, etc., by unilaterally setting an unfavorable second-tier purchase conditions without inviting shareholders to acquire all share and other securities at the first tier or intentionally not clarifying the second-tier purchase conditions to the shareholders) (Provided, however, that a tender offer with a conditional setting of an upper limit in the number of shares of the intended acquisition does not necessarily fall under this category.)
To secure the objectiveness and reasonableness of decisions made in the event that the exceptional measures described above are resolved to be implemented, the Company’s Board of Directors shall assess specific content and characteristics of the Large-Scale Acquirer and the Large-Scale Acquisition and the influence of the Large-Scale Acquisition on the corporate value of the Company and the common interests of shareholders, by taking into account the Large-Scale Acquisition Information including the management policy after purchase provided by the Large-Scale Acquirer, by obtaining the advice of outside experts as necessary, and by maximally respecting the recommendations of the Independent Committee.
(3) Details of the countermeasuresA countermeasure to be implemented in compliance with This Policy against a Large-Scale Acquisition would be
a gratis allotment of stock acquisition rights (hereinafter the “Stock Acquisition Rights”). The outline of the Stock Acquisition Rights is described in Attachment 3, “Outline of the Stock Acquisition Rights.”
(4) Cancellation of implementation or withdrawal of the implemented countermeasureAfter it has been resolved to implement any countermeasures or even after a countermeasure has been implemented,
the Board of Directors may consult and negotiate with the Large-Scale Acquirer, as required. If the Large-Scale Acquirer cancels or withdraws the Large-Scale Acquisition or if there is a change in the facts or circumstances on
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which the decision as to whether the countermeasure should be implemented was made, and it has become unreasonable and improper to maintain the once-implemented countermeasure from the viewpoint of ensuring corporate value of the Company and the common interests of shareholders, the Board of Directors may decide to cancel or withdraw the implementation of the countermeasures while requesting the advice of outside experts as required, as well as maximally respecting the recommendations of the Independent Committee. For example, in a case where the Company’s Board of Directors resolves to conduct a gratis allotment of the Stock Acquisition Rights as a countermeasure but the Large-Scale Acquirer cancels the acquisition and the Board of Directors resolves to cancel the implementation or withdraw the implemented countermeasure, the Company may cancel the gratis allotment of Stock Acquisition Rights during the period up until the two (2) business days immediately before the ex-date relating to the record date set for the gratis allotment of the Stock Acquisition Rights. The Company may also cancel the implementation of countermeasures by acquiring the Stock Acquisition Rights without consideration during the period from the effective date of the gratis allotment of Stock Acquisition Rights up until the day immediately preceding the commencement date of the exercise period for the Stock Acquisition Rights. (In such cases, shareholders who made selling transactions on the assumption of dilution in per-share economic value of the Company’s shares may suffer corresponding losses on stock price fluctuation, as set out in 7. (2) below).
In determining the cancellation or withdrawal of the countermeasures for which implementation has been resolved, the Board of Directors shall present the specific circumstances in which a situation where it is inadequate to maintain the once-implemented countermeasures has been reached and shall consult with the Independent Committee again. The Independent Committee shall consider whether the countermeasure should be maintained by taking into account the advice of outside experts, as required, and make a new recommendation on the subject. The Company’s Board of Directors shall determine whether the implementation should be cancelled or the implemented countermeasure should be withdrawn by maximally respecting the recommendation of the Independent Committee.
5. Establishment of the Independent CommitteeThe Board of Directors shall make a final judgment as to whether a series of necessary procedures have been
followed in compliance with the Large-Scale Acquisition Rules and whether certain countermeasures, which are deemed necessary and reasonable to ensure and enhance the corporate value of the Company and the common interests of shareholders, should be implemented if these procedures are undertaken in compliance with the Large-Scale Acquisition Rules. To ensure the rationality and fairness of its judgment, the Company shall establish the Independent Committee as an organization independent of the Board of Directors and shall maximally respect its recommendations in compliance with the Independent Committee Rules (which are outlined in Attachment 2). The Independent Committee shall consist of not less than three (3) members designated by the Board of Directors from among outside directors, outside corporate auditors or outside knowledgeable persons (experts such as lawyers, certified tax accountants, or Certified Public Accountants, academic experts, persons familiar with investment banking affairs, or outside parties having experience as directors, executive officers or corporate auditors at corporations This definition is applied throughout this document.) who are independent from the management executives engaged in the execution of the Company’s businesses affairs. For reference, the names and personal histories of the members of the Independent Committee as at the continuation of This Policy are described in Attachment 4, “Career Summary of Members of the Independent Committee.”
6. Effective period, abolition and amendment of This PolicyThis Policy shall remain in effect from the close of This Annual Shareholders’ Meeting, provided it shall be
approved at This Annual Shareholders’ Meeting, and its valid term shall be until the close of the Company’s 71st Ordinary General Meeting of Shareholders, to be held in June 2017.
Even before the expiration of the effective period, a general meeting of shareholders or the Company’s Board of Directors passes a resolution to abolish or revise This Policy, This Policy shall be abolished or revised at that time, and if this Policy is revoked or amended, the Board of Directors shall immediately disclose such. The abolishment or revision of This Policy by a resolution of the Company’s Board of Directors shall be limited to cases where it is appropriate to reflect the establishment, amendment, or revocation of the applicable laws relevant to This Policy and the rules of financial instruments exchanges, or correct the wording of This Policy in terms of misspellings and
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careless mistakes, within a scope that does not deviate from the resolution to adopt This Policy at This Annual Shareholders’ Meeting, and by maximally respecting the recommendations of the Independent Committee.
7. Impact on the shareholders and investors(1) Impact on the shareholders and investors of continuing This Policy
Upon continuing This Policy, no countermeasure shall be implemented. Accordingly, continuation of This Policy shall have no direct or material impact on the legal rights and economic interests of shareholders and investors concerning the Company’s overall shares.
As described in 4. above, the Company’s handling policies toward the Large-Scale Acquisition shall differ depending on whether the Large-Scale Acquirer complies with the Large-Scale Acquisition Rules. The shareholders and the investors are, therefore, requested to pay close attention to the actions of the Large-Scale Acquirer.
(2) Impact on the shareholders and investors at the time of the gratis allotment of Stock Acquisition RightsThe Company’s Board of Directors may possibly implement countermeasures as described in 4. (3) above for the
purpose of protecting the corporate value of the Company and the common interests of shareholders. However, if the Board of Directors decides to implement any specific countermeasures, it shall appropriately disclose the information at a proper time in accordance with the relevant applicable laws and the rules of financial instruments exchanges. If the Company’s Board of Directors decides to implement a countermeasure and adopts a resolution on a gratis allotment of Stock Acquisition Rights (hereinafter the “Gratis Allotment Resolution”) in accordance with Attachment 3 “Outline of the Stock Acquisition Rights,” the Stock Acquisition Rights shall be allotted without consideration to the shareholders whose names are recorded in the last register of shareholders as of the record date to be separately determined at a ratio of one (1) or more Stock Acquisition Rights for every one (1) Company share held, which shall be separately fixed by the Board of Directors, as of the effective date to be also separately determined. Due to the nature of the mechanism of such countermeasures, the gratis allotment of Stock Acquisition Rights does not assume any circumstances where it may cause direct deprivation of legal right or economic interests to the shareholders and investors concerning the Company’s overall shares because neither the dilution in economic values of the Company’s overall shares they hold nor the dilution of voting rights per share is incurred although the per share economic values may be diluted regarding the Company’s shares held by the shareholders and the investors. The public announcement of This Policy aims to arouse their attention so that the Large-Scale Acquirer does not violate the Large-Scale Acquisition Rules and induces the Large-Scale Acquirer to comply with the Large-Scale Acquisition Rules.
In the case where the implementation of the gratis allotment of Stock Acquisition Rights has been resolved as a countermeasure, if the Company cancels the gratis allotment of Stock Acquisition Rights or acquires the Stock Acquisition Rights already allotted to shareholders without consideration after shareholders to be allotted Stock Acquisition Rights without consideration are determined, the shareholders and investors who made transactions on the assumption of dilution may suffer corresponding losses on stock price fluctuation because any dilution of per share economics is not incurred.
(3) Impact on the shareholders and investors upon the exercise or the acquisition of the Stock Acquisition Rights after the gratis allotment thereof has been implemented If the Company’s Board of Directors decides to implement countermeasures and resolves to allot the Stock
Acquisition Rights gratis, it is assumed that any legal rights, etc. of non-qualified parties may be diluted upon the exercising or acquisition of Stock Acquisition Rights because the exercising or acquisition of Stock Acquisition Rights are subject to certain discriminatory conditions. Even in this case, however, the gratis allotment of Stock Acquisition Rights does not assume any circumstances where it may cause direct or material deprivation of legal rights and economic interests with regard to the Company’s overall shares held by the shareholders and investors other than the non-qualified parties.
8. Procedures required for the shareholder for the gratis allotment of Stock Acquisition RightsIf the Company’s Board of Directors decides to implement a countermeasure and pass the Gratis Allotment
Resolution, the Board of Directors shall first fix a record date and make a public notice thereof. In this case, as the
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Stock Acquisition Rights shall be issued to the shareholders recorded in the Company’s last register of shareholders as of the effective date of the gratis allotment, it is not necessary for shareholders to take any procedures, etc., to apply for the gratis allotment of the Stock Acquisition Rights because the Stock Acquisition Rights shall be offered to them as of the effective date.
With respect to exercising Stock Acquisition Rights, it may be necessary for shareholders to exercise the Stock Acquisition Rights and pay a certain amount of money within a specific period to acquire new shares. When the Company acquires Stock Acquisition Rights in accordance with the acquisition clause, it is not necessary for shareholders to take any procedures, etc., to exercise the Stock Acquisition Rights described above. However, the Company may request shareholders to submit a document, etc., that proves such shareholders are not Large-Scale Acquirer and other specified persons, when the Company acquires Stock Acquisition Rights. Details of these procedures shall be otherwise made known to the shareholders in accordance with the applicable laws and the rules of financial instruments exchanges when such procedures become necessary, in fact.
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IV. Judgment by the Company’s Board of Directors over the above Measures and Reasons for Such Judgment
1. Measures to contribute to realizing the Basic Policy (described in II. above)The respective corporate policies of the Company described in II. above have been formulated as specific measures
to secure and enhance the corporate value of the Company and the common interests of shareholders on a consistent basis. They should, therefore, truly contribute to implementing the Basic Policy.
Therefore, they satisfy the requirements of the Basic Policy and do not impair the corporate value of the Company and the common interests of shareholders or serve merely to keep management entrenched in the positions of their respective offices.
2. Measures to prevent decisions on the Company’s financial and business policies from being controlled by a party deemed inappropriate regarding the Basic Policy (described in III. above)
(1) Complying with the Basic PolicyThis Policy, as stated in III. 1. above, is a framework to secure and enhance the corporate value of the Company
and the common interests of shareholders in accordance with the Basic Policy, by ensuring sufficient time to review and consider the details of the Large-Scale Acquisition and necessary information are provided to shareholders and the Board of Directors to judge whether or not the Large-Scale Acquisition is inappropriate at the time of a Large-Scale Acquisition, and by allowing the Company’s Board of Directors to discuss and negotiate with the acquirer on behalf of the shareholders.
(2) These measures do not damage the common interests of shareholders and do not serve merely to keep management entrenched Due to the following reasons, the Company does not think the measures would damage the common interests of
shareholders or are aimed merely to keep management entrenched.1) Fully satisfying the requirements of the Guidelines for Takeover Defense Measures
This Policy fully satisfies the three (3) principles set out in the Guidelines Regarding Takeover Defense Measures for the Purposes of Ensuring and Enhancing Corporate Value and Shareholders’ Common Interests jointly released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005: (i) protection and enhancement of corporate value and shareholders’ common interests; (ii) prior disclosure and respect of shareholders’ intentions; and (iii) securing necessity and suitability.
This Policy also takes into account the report, “Takeover Defense Measures in Light of Recent Environmental Changes”, published on June 30, 2008 by the Corporate Value Study Group of the Ministry of Economy, Trade and Industry, as well as other discussions relating to takeover defense measures. Moreover, This Policy is consistent with the rules for takeover defense measures set out by the Tokyo and Nagoya Stock Exchanges.
2) To respect shareholders’ intentTo confirm the intent of shareholders with respect to the continuation of This Policy, the Company intends to
propose the continuance of This Policy as an agenda item for This Annual Shareholders’ Meeting as set forth in III. 6. above and shall continue with This Policy, provided it is approved at This Annual Shareholders’ Meeting. If the shareholders’ approval is not obtained for the proposal, This Policy shall be immediately abolished at that time.
Furthermore, if, even before expiration of the effective period, a general meeting of shareholders or the Company’s Board of Directors passes a resolution to abolish or revise This Policy, This Policy shall be abolished or revised at that time as set forth in III. 6. above. In this way, the introduction and abolition of This Policy are based on the intent of the shareholders of the Company.
3) Emphasis on the decisions of independent parties In This Policy, as set out in III. 5. above, the Board of Directors shall make the final decision on whether a
Large-Scale Acquisition has complied with the Large-Scale Acquisition Rules and on whether any
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countermeasures, which are deemed necessary and appropriate to secure or enhance the corporate value of the Company and the common interests of shareholders, should be implemented even if the Large-Scale Acquisition Rules are observed. The Independent Committee shall be established to guarantee the rationality and fairness of the judgments as an organ independent of the Board of Directors, and the Board of Directors shall maximally respect its recommendation.
The Independent Committee shall consist of three (3) or more members designated by the Board of Directors from among outside directors, outside corporate auditors, and outside knowledgeable persons. In case of a Large-Scale Acquisition, the Board of Directors shall refer it to the Independent Committee, and the Independent Committee shall consider whether the Large-Scale Acquisition would clearly and seriously harm the corporate value of the Company and the common interests of shareholders in accordance with the Independent Committee Rules and then make a recommendation to the Board of Directors as to whether any countermeasures should be implemented against the Large-Scale Acquisition. The Company’s Board of Directors shall make a decision on the implementation of countermeasures by maximally respecting the recommendations of the Independent Committee. The outline of the recommendations by the Independent Committee and the reasons for the judgment shall be disclosed to the shareholders at an appropriate time.
Thus, through This Policy, the Independent Committee with a high degree of independence shall strictly supervise the Board of Directors to prevent the Board of Directors from making arbitrary judgments to implement the countermeasures, thereby enabling This Policy to be operated such that it contributes to the corporate value of the Company and the common interests of shareholders.
4) Setting of reasonable and objective requirements for the implementation of countermeasuresAs set forth in III. 4. (1) and (2) above, This Policy is designed in a way that the countermeasures against Large-
Scale Acquisitions cannot be implemented unless reasonable and objective requirements are satisfied to prevent arbitrary implementation by the Company’s Board of Directors.
5) Obtaining the advice of outside expertsWhen a Large-Scale Acquirer conducts a Large-Scale Acquisition, the Independent Committee may, at the
expense of the Company, obtain the advice of outside experts who are independent from the management executives engaged in the execution of the Company’s business affairs. This is a mechanism to even more securely enhance the fairness and objectivity of the decisions of the Company’s Board of Directors, which are made by maximally respecting the recommendation of the Independent Committee.
6) No dead-hand or slow-hand takeover defense measures As set forth in III. 6. above, if the proposal regarding the effective period of This Policy is approved at This
Annual Shareholders’ Meeting, the effective period of This Policy will be until the conclusion of the Company’s 71st Ordinary General Meeting of Shareholders, to be held in June 2017. Furthermore, if, even before the expiration of the effective period, a general meeting of shareholders or the Company’s Board of Directors as set forth in III. 6. above passes a resolution to abolish or revise This Policy, This Policy may be abolished or revised at any time. Therefore, This Policy is not a dead-hand takeover defense measure (a takeover defense measure in which even if a majority of the members of the Board of Directors are replaced, the triggering of the measure cannot be stopped). Also, as the term of office of the Company’s directors is until the conclusion of the Ordinary General Meeting of Shareholders pertaining to the last business year ending within one (1) year after their election, This Policy, therefore, is not a slow-hand takeover defense measure (in which triggering of the measure takes more time to stop due to the fact that directors cannot be replaced all at once).
The Company does not add any requirement such as a special resolution with regard to the dismissal of directors.
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Attachment 1:Major Shareholders of the Company
(as of March 31, 2014)
Shareholder name Number of shares held (thousands)
Shareholding ratio (%)
Daido Life Insurance Co. 6,684 6.8Japan Trustee Services Bank, Ltd. (Trust account) 5,099 5.2The Master Trust Bank of Japan, Ltd. (Trust account) 4,904 5.0The Bank of Tokyo-Mitsubishi UFJ, Ltd. 4,341 4.4Northern Trust Company (AVFC) Account Non-Treaty 2,832 2.9Fuji customers stock ownership 2,569 2.6SAKAGAMI CO., LTD. 2,400 2.5The Chase Manhattan Bank N.A. London S.L. Omnibus Account 1,558 1.6The Bank of Nagoya, Ltd. 1,554 1.6Northern Trust Company AVFC Re U.S. Tax Exempted Pension Funds Security Lending 1,501 1.5
Notes:1. The number of shares held is rounded down to the nearest thousand shares.2. The shareholding ratio is calculated after deducting shares held by the Company as treasury stock (65,534 shares).
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Attachment 2:Outline of the Independent Committee Rules
1. The Independent Committee shall be established by a resolution of the Company’s Board of Directors.
2. There shall be not less than three (3) members of the Independent Committee, and the Company’s Board of Directors shall elect, according to a resolution thereof, the members from (i) outside directors of the Company, (ii) outside corporate auditors of the Company or (iii) outside knowledgeable persons (experts such as lawyers, certified tax accountants, or Certified Public Accountants, academic experts, persons familiar with investment banking affairs, or outside parties having experience as directors, executive officers or corporate auditors at corporations) who are independent from the management executives engaged in the execution of the Company’s business affairs. The Company will enter into agreements with the committee members, which should contain provisions obligating such experts to exercise due diligence as a good manager and confidentiality.
3. The term of office of members of the Independent Committee shall be until the conclusion date of the Ordinary General Meeting of Shareholders pertaining to the last business year that ends within one (1) year after the day they assumed the post of committee member or until any other date on which the committee member concerned and the Company have separately agreed. Provided, however, that the same shall not apply to a case in which the Board of Directors has otherwise stipulated with resolution thereof.
4. The Independent Committee shall be convened by the President and CEO of the Company or any of the Committee members.
5. The chairman of the committee shall be designated by mutual election.
6. Resolutions of the Independent Committee shall be adopted by a majority of all the committee members who should be present thereat, in principle. If any committee member is unable to attend thereat due to accident or any other unavoidable reason, the Independent Committee shall pass a resolution by a majority of the votes cast when a majority of the committee members are in attendance.
7. The Independent Committee shall deliberate and resolve the matters listed below and submit recommendations to the Company’s Board of Directors with details of and reasons for the recommendation.
(1) Whether any countermeasures set forth in This Policy should be implemented;(2) Cancellation of implementation or withdrawal of the already implemented countermeasures regarding This
Policy;(3) Abolition or revision to This Policy;(4) Whether the Board of Directors Consideration Period should be extended; and,(5) Any other matters that should be determined by the Company’s Board of Directors but are submitted to the
Independent Committee for advice at the discretion of the Board of Directors.
8. The Independent Committee may request the attendance of a director, a corporate auditor, or an employee of the Company, or any other person that the Independent Committee considers necessary, and may ask for an opinion and/or require explanation of any matter it requests.
9. The committee members shall fulfill their duties as set forth in Article 7 above from the viewpoint of only contributing to the Company’s corporate value and the common interests of shareholders and shall not aim merely to keep management entrenched in the positions of their respective offices.
10. In fulfilling its duties as set forth in Article 7 above, the Independent Committee may, at the Company’s expense, obtain advice from outside experts (including investment banks, securities companies, financial advisors, Certified
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Public Accountants, lawyers, consultants, and other professionals) who are independent from the management executives engaged in the execution of the Company’s business affairs.
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Attachment 3:Outline of the Stock Acquisition Rights
1. Total number of allotted Stock Acquisition RightsThe total number of Stock Acquisition Rights to be allotted to the shareholders shall be not less than the total
number of the issued shares of the Company (however, excluding the number of the Company’s shares of common stock held by the Company as of the record date) as of the record date and separately specified by the Board of Directors in the Gratis Allotment Resolution.
2. Shareholders eligible for allotmentThe Company shall allot the Stock Acquisition Rights without consideration to the eligible shareholders who are
recorded in the Company’s final register of shareholders as of the record date, at a ratio of one (1) or more Stock Acquisition Rights for every one (1) Company share, which shall be separately fixed by the Company’s Board of Directors, for the Company’s shares they hold (excluding the shares of common stock held by the Company).
3. Effective date of the gratis allotment of Stock Acquisition RightsThe effective date of the gratis allotment of Stock Acquisition Rights shall be a date separately determined by the
Company’s Board of Directors in the Gratis Allotment Resolution.
4. Type and number of shares to be acquired upon the exercise of the Stock Acquisition RightsThe type of shares to be acquired upon the exercise of the Stock Acquisition Rights shall be the common stock of
the Company. The number of shares to be acquired upon the exercise of each Stock Acquisition Right (hereinafter the “The Applicable Number of Shares”) shall be one (1) Company share. In the event that the Company conducts a stock split or a reverse stock split, the Applicable Number of Shares shall be adjusted accordingly.
5. The amount of properties to be contributed upon the exercise of the Stock Acquisition RightsContributions upon the exercise of the Stock Acquisition Rights shall be in cash, and the value per Company share
of properties to be contributed upon the exercise of the Stock Acquisition Rights shall be one (1) yen or more, to be separately determined by the Board of Directors in the Gratis Allotment Resolution.
6. Restriction on transfer of the Stock Acquisition RightsStock Acquisition Rights may not be transferred without the approval of the Company’s Board of Directors.
7. Exercise period of the Stock Acquisition RightsThe exercise period of the Stock Acquisition Rights shall be separately determined by the Company’s Board of
Directors in the Gratis Allotment Resolution.
8. Exercise conditions of the Stock Acquisition RightsDepending on the specific acquisition method used by the Large-Scale Acquirer, the following parties may not
exercise the Stock Acquisition Rights (the parties falling under 1) through 6) below shall collectively be referred to as “Non-Qualified Parties”):
1) Specified Large Holders (note 7);2) Joint Holders of Specified Large Holders;3) Specified Large Acquirers (note 8);4) Persons having a special relationship with Specified Large Acquirers;5) Any transferee of or successor to the Stock Acquisition Rights of any person falling under 1) through 4)
without the approval of the Company’s Board of Directors; or6) Any affiliated party (note 9) of any person falling under 1) through 5).Details of the exercise conditions of the Stock Acquisition Rights shall be separately determined by the Company’s
Board of Directors in the Gratis Allotment Resolution.
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9. Acquisition of the Stock Acquisition Rights by the CompanyOn the date separately determined by the Company’s Board of Directors, the Company may acquire all of the
Stock Acquisition Rights that are held by parties other than Non-Qualified Parties and, in exchange, deliver the Company’s shares as of the date of such acquisition in the number equivalent to the number of the Applicable Number of Shares for every one (1) Stock Acquisition Right. The details of the acquisition-related provisions for the Stock Acquisition Rights shall be separately determined by the Company’s Board of Directors in the Gratis Allotment Resolution. However, there will be no cash delivery as a compensation for the said acquisition when acquiring the Stock Acquisition Rights owned by the Non-Qualified Parties.
10. OthersOther necessary matters shall be separately determined by the Company’s Board of Directors in the Gratis
Allotment Resolution.
Notes:7. “Specified Large Holder” means, in principle, a party who is a holder of share certificates, etc., issued by the
Company and whose holding ratio of share certificates, etc., in respect of such share certificates, etc., is at least 20%, including persons that the Company’s Board of Directors recognizes as falling under the above. Provided, however, that a party that the Company’s Board of Directors recognizes as a party whose acquisition or holding of share certificates, etc., of the Company is not contrary to the corporate value or the common interests of shareholders or certain other party that the Board of Directors determines in the Gratis Allotment Resolution is not a Specified Large Holder.
8. “Specified Large Acquirers” means, in principle, a person who makes a public announcement of purchase, etc., of share certificates, etc. (defined in Article 27-2, Paragraph 1, of the Financial Products and Exchange Act; this definition is applied throughout this Note), issued by the Company through a tender offer and whose ratio of ownership of share certificates, etc., in respect of such share certificates, etc., owned by such person after such purchase, etc. (including similar ownership as prescribed in Article 7, Paragraph 1, of the Enforcement Order of the Financial Products and Exchange Act), is at least 20% when combined with the ratio of ownership of share certificates, etc., of a person having a special relationship, or any party who is deemed to fall under the above by the Company’s Board of Directors. Provided, however, that a party that the Company’s Board of Directors recognizes as a party whose acquisition or holding of share certificates, etc., of the Company is not contrary to the corporate value or the common interests of shareholders or certain other party that the Company’s Board of Directors determines in the Gratis Allotment Resolution is not a Specified Large Acquirer.
9. An “Affiliated Party” of a given party means a person who substantially controls, is controlled by or is under common control with such given party (including persons that the Company’s Board of Directors recognizes as falling under the above), or a party deemed by the Company’s Board of Directors to act in concert with such given party. “Control” means to “control the decisions on the Company’s financial matters and business policies” (defined in Article 3, Paragraph 3, of the Ordinance for Enforcement of the Companies Act) of other corporations or entities.
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Attachment 4:
Career Summary of Members of the Independent Committee
Motoo Uemura (Date of birth: December 4, 1956)April 1985 Registered as a LawyerApril 1988 Established Meiwa Sogo Law Office (Representative) (current position)January 2000 Registered as a Patent AttorneyApril 2000 Part-time Lecturer of School of Informatics and Sciences at Nagoya University
(current position)June 2008 Director, Fuji Machine Mfg. Co., Ltd. (Outside/Part-time) (current position)April 2010April 2012
Part-time Lecturer, Faculty of Law, Nanzan University (current position)Part-time Auditor, Aichi Nursing Association (current position)
Mr. Uemura is an outside director as stipulated by Article 2, Item 15, of the Companies Act.Apart from outside director’s remuneration, Mr. Uemura does not have any financial interests with the Company.The Company designated him as an independent director pursuant to the relevant provisions of the Tokyo and Nagoya Stock Exchanges and submitted a notification to each stock exchange.
Toshihiro Ando (Date of birth: July 29, 1958)March 1993 Registered as a Certified Public AccountantJanuary 1995 Joined Amano Kaikei Co., Ltd.August 2005 Established Ando Accounting Firm (current position)June 2011 Corporate Auditor (Outside), Fuji Machine Mfg. Co., Ltd. (current position)Mr. Ando is an outside corporate auditor as stipulated by Article 2, Item 16, of the Companies Act.Apart from outside corporate auditor’s remuneration, Mr. Ando does not have any financial interests with the Company.The Company designated him as an independent director pursuant to the relevant provisions of the Tokyo and Nagoya Stock Exchanges and submitted a notification to each stock exchange.
Shigeki Matsuda (Date of birth: May 21, 1961)October 1986 Joined Auditor Marunouchi Accounting Firm (currently Deloitte Touche Tohmatsu LLC)March 1990 Registered as a Certified Public AccountantDecember 1993 Registered as a Certified Tax AccountantJanuary 1994 Established Matsuda Public Accounting Firm (Representative) (current position)January 2004 Established Aiki Tax Accounting Corporation (Representative) (current position)April 2012 Auditor at Nagoya Institute of Technology (current position)June 2013 Corporate Auditor (Outside), Fuji Machine Mfg. Co., Ltd. (current position)Mr. Matsuda is an outside corporate auditor as stipulated by Article 2, Item 16, of the Companies Act.Apart from outside corporate auditor’s remuneration, Mr. Matsuda does not have any financial interests with the Company.The Company designated him as an independent director pursuant to the relevant provisions of the Tokyo and Nagoya Stock Exchanges and submitted a notification to each stock exchange.
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Attachment 5:Policy for Countermeasures for Large-Scale Acquisitions of
the Company’s Shares and Other Securities (Takeover Defense Measures)(Schematic Flow Chart)
Additional provision of the Large-Scale Acquisition
Information (Large-Scale Acquirer the Company
The schematic flow chart is prepared only for a typical flow of procedures so that readers can easily understand the outline of This Policy and the Large-Scale Acquisition Rules. For details, refer to the text.
If the implementation of countermeasures is resolved
• Evaluation and consideration of the Large-Scale Acquisition Information
• Negotiation and formation of opinion by the Board of Directors
• Submission of an alternative proposal to the shareholders
Provision of Large-Scale Acquisition Information Completed
(upper limit 60 days)A Large-Scale Acquisition initiated before the elapse of the Board of Directors’ Consideration Period
If the implementation of countermeasures is resolved
Submission of the Statement of Intent from Large-Scale Acquirer
(Large-Scale Acquirer the Company)
(Large-Scale Acquisition Rules)
Implementation of countermeasuresNon-implementation of countermeasures
Board of Directors
(Within 10 business days)
Resolution of either implementation or non-implementation of countermeasures
Inquiry regarding the implementation of countermeasures
Non-observance of the Large-Scale Acquisition Rules Confirmed
Resolution of either implementation or non-implementation
Inquiry regarding the implementation of countermeasures
Independent Com
mittee
Board of DirectorsBoard of Directors’ Consideration Period
(Maximum 60 days or 90 days)
Insufficient content of information
Sufficient content of information
A Large-Scale Acquisition without providingLarge-Scale Acquisition InformationProvision of Large-Scale Acquisition Information
(Large-Scale Acquirer the Company)
Delivery of Initial Information List
(the Company Large-Scale Acquirer)
Unexpected Large-Scale Acquisition without submitting Statement of Intent
If the Large-Scale Acquirer complies with the Large-Scale Acquisition Rules
Large-Scale Acquisition
Recommendation Recommendation
If the Large-Scale Acquirer does not comply with the Large-Scale Acquisition Rules