Takeover Defense Guidelines
Based on the resolution made at the Board of Directors’ meeting held on May 15, 2006, the Company introduced “Policies on Response to Large-Scale Purchases of the Company’s Shares (takeover defense guidelines),” and at the Board of Directors’ meeting held on June 29, 2006, the resolution was adopted to keep these guidelines in place.
However, in the belief that reflecting more of the opinions of shareholders is the best way to maximize the joint benefit of shareholders, the Board of Directors’ meeting held on May 15, 2007, resolved to change the takeover defense guidelines to contain that the introduction of these guidelines shall be consulted with shareholders at a general shareholders’ meeting and approved by resolution of the shareholders.
The introduction of these takeover defense guidelines was approved at the 96th Annual General Shareholders’ Meeting, held on June 28, 2007. At that point, it was decided that these guidelines were be to effective until the conclusion of the 99th Annual General Shareholders’ Meeting, during which shareholders were to be asked whether or not they would once again approve the takeover defense guidelines.
In accordance with this, the Board of Directors’ meeting held on May 11, 2010, made a resolution that defined which policies contained within the takeover defense guidelines would be changed and which would be continued. This resolution was approved at the 99th Annual General Shareholders’ Meeting, held on June 29, 2010.
However, in the belief that reflecting more of the opinions of shareholders is the best way to maximize the joint benefit of shareholders, the Board of Directors’ meeting held on May 15, 2007, resolved to change the takeover defense guidelines to contain that the introduction of these guidelines shall be consulted with shareholders at a general shareholders’ meeting and approved by resolution of the shareholders.
The introduction of these takeover defense guidelines was approved at the 96th Annual General Shareholders’ Meeting, held on June 28, 2007. At that point, it was decided that these guidelines were be to effective until the conclusion of the 99th Annual General Shareholders’ Meeting, during which shareholders were to be asked whether or not they would once again approve the takeover defense guidelines.
In accordance with this, the Board of Directors’ meeting held on May 11, 2010, made a resolution that defined which policies contained within the takeover defense guidelines would be changed and which would be continued. This resolution was approved at the 99th Annual General Shareholders’ Meeting, held on June 29, 2010.
Conceptual Overview of the Plan
[ Large-scale purchase rules ]
| 1. | The large-scale purchaser must provide the Board of Directors with sufficient information regarding the large-scale purchase in advance. |
| 2. | (a) All large-scale purchasers shall wait until the end of the evaluation of the purchase proposal by a Board of Directors’ meeting, which shall be held no later than 30 business days from the start of the evaluation period, before starting their large-scale purchase. (b) In the event that a General Shareholders’ Meeting to Confirm Shareholders’ Intentions is held, the large-scale purchaser shall not begin its large-scale purchase until the end of the General Shareholders’ Meeting to Confirm Shareholders’ Intentions. |
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The following represents an English translation of the original Japanese version of the Policies on Response to Large-Scale Purchases of the Company’s Shares, and is provided for the convenience of readers.
