Based on the approval by shareholders at the 96th Annual General Shareholders’ Meeting, held on June 28, 2007, the Company introduced policies to be implemented in response to any large-scale purchase of the Company’s share certificates without prior approval from the Board of Directors, with the aim of maintaining or increasing corporate value of the Company and its Group and promoting the joint benefit of shareholders.
　　Subsequently, the partial amendment to and continuation of the takeover defense guidelines were approved at the 99th Annual General Shareholders’ Meeting, held on June 29, 2010 and at the 102nd Annual General Shareholders’ Meeting, held on June 27, 2013, respectively. As the takeover defense guidelines expire at the conclusion of the 105th Annual General Shareholders’ Meeting, held on June 29, 2016, the partial amendment to and continuation of the takeover defense guidelines have been resolved at the Board of Directors’ meeting, held on May 9, 2016. Following the approval of a provision entrusting the decision-making authority regarding the allocation of free stock acquisition rights to the Board of Directors at the 105th Annual General Shareholders’ Meeting, the amended takeover defense guidelines become effective.

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.

Overview and Points of the Plan

Takeover Defense Guidelines of the Company

Requirements for Application of the Plan
(Large-scale purchase)

A large-scale purchase is defined as a purchase offer of the Company’s share certificates where a specified shareholder group seeks to acquire a 20 percent-or-higher ratio of voting rights through a purchase of the Company’s share certificates, or where such a purchase will have the effect of giving the specified shareholder group a 20 percent-or-higher ratio of shareholder voting rights

Establishment and Composition of the Independent Committee

Establishment of the Independent Committee that consists of three or more members who satisfy Independence Standards for Outside Officers of the Company and who are any of external directors and external audit & supervisory board members independent from the management of the Company, and impartial external experts such as lawyers and certified public accountants

*Initially, the Committee appoints three members and all of them are external directors or external audit & supervisory board members of the Company

The Major Role of the Independent Committee

1. Evaluation whether submitted necessary information is sufficient and

　 recommendations to the Board of Directors
2. Evaluation whether the submitted information is sufficient as

　 necessary information and the new evaluation period is to be set

　 in the event that the purchase proposal is changed, and

 　recommendations to the Board of Directors
3. Recommendations to the Board of Directors on the necessity and

　 reasonableness of the implementation of defense measures
4. Recommendations to the Board of Directors as to the implementation

 　of defense measures in the event that the large-scale purchaser fails

　 to comply with the large-scale purchase rules
5. Evaluation on matters on which the Board of Directors has consulted

 　with the Independent Committee and recommendations to the Board

　 of Directors thereof

Requirements for Large-Scale Purchaser
(Large-scale purchase rules 1 and 2)

1. Provision, etc. of necessary information concerning the large-scale

　 purchase
(1) Submission of an overview of the purchase proposal and a

     statement of intent by the large-scale purchaser
(2) Submission of necessary information by the large-scale purchaser,

     based on a necessary information list provided to the large-scale

     purchaser within five business days from the following day of the

     receipt date of the statement of intent
     * Major items stipulated as necessary information includes the

       objective of, and purchase conditions and methods for the purchase

       proposal, as well as the management policy and business plan of

       the Company after the purchase.
2. Not to commence the large-scale purchase before the expiration of

　 the following period

　 By the end of the evaluation period (within 30 business days from

　 the start date of the evaluation period)
　 (In the event that the General Shareholders’ Meeting to Confirm

　　Shareholders’ Intentions to be hold, by the conclusion thereof)

Start Date of Evaluation Period

Within 30 business days from the initial information submission date
(The evaluation period is to start immediately after sufficient information has been submitted)

Evaluation Period

Within 30 business days from the start date of the evaluation period

Holding the General Shareholders’ Meeting to Confirm Shareholders’ Intentions

To be held when the Board of Directors judges necessary or reasonable to implement defense measures(The Board of Directors judges the necessity and reasonableness of the implementation while respecting the recommendations of the Independent Committee to the maximum extent)
→ To be held within 60 business days of the end of the evaluation period

Decision-making Institution on Implementation of Defense Measures

[ Comply with the large-scale purchase rules ]

　General Shareholders’ Meeting to Confirm Shareholders’ Intentions

[ Fail to comply with the large-scale purchase rules ]

　Board of Directors

　(the Board of Directors respects the recommendations of the

　 Independent Committee to the maximum extent)

Contents of Defense Measures

Allocation of free stock acquisition rights (See (Reference 3) for details of the stock acquisition rights)

Term of Directors

One year

Total Number and Composition of Directors

Nine Directors (including two external directors)

Total Number and Composition of Standing Audit & Supervisory Board Members

Two Standing Audit & Supervisory Board Members and three Audit & Supervisory Board Members
(including three external audit & supervisory board members)

Effective Period of the Plan

Three years

PDF download

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.