TIDMTAK
RNS Number : 8491L
Takefuji Corporation
13 May 2010
Notice on Continuation of the Countermeasures on the Large-Scale Acquisition of
Company Shares etc. (Takeover Defense Measures)
TAKEFUJI CORPORATION (hereafter the "Company")introduced the Countermeasures on
the Large-Scale Acquisition of Company Shares etc. (the "Current Plan") at the
board of directors' meeting held on October 25, 2006 and sustains the Current
Plan upon shareholders' approval at the 40th Annual General Shareholders'
Meeting held on June 28, 2007. The Current Plan is valid until the end of the
43rd Annual General Shareholders' Meeting scheduled in June 2010 (the "AGM").
Even after the introduction of the Current Plan, the Company has been examining
whether or not to sustain the Current Plan, as well as considering appropriate
countermeasures on a large-scale acquisition of Company shares, given social and
economic changes and based on the various movements and development in
discussion over takeover defense measures.
As a result, we announce that, subject to shareholders' approval at the AGM, the
Company's board of directors' meeting held today decided to partly change the
Current Plan and sustain it as the Countermeasures on the Large-Scale
Acquisition of Company Shares (the "Plan").
All of 4 corporate auditors indicate agreement to the Plan, providing that the
Plan will be administered appropriately.
The situation of principal shareholders as of March 31, 2010 is as listed in
attachment 1. As of today, we have not received any concrete proposal regarding
large-scale acquisition of our company shares.
The changes from the Current Plan are as follows:
1) When the person or persons effecting or proposing a large-scale acquisition
(the "Acquirer") intends to purchase share or conduct similar action, the
Acquirer shall first submit a letter of intent. Then the Company shall request
necessary information within 10 business days from the day of receipt of the
letter.
2) When the Acquirer provides necessary information, the Company's board of
directors or the Independent Committee may request the Acquirer for additional
information within 60 days at the most.
3) When the Acquirer does not provide a part of the information additionally
requested by the Company's board of directors or the Independent Committee but
gives a reasonable explanation for not providing information, the Company may
terminate negotiation with the Acquirer over the information and may start
examining the nature of acquisition.
4) As a general rule, the duration of examination may be extended by 30 days and
may not be extended for the second time.
5) When triggering the countermeasure, the Independent Committee makes
recommendation. If the committee reserves recommendation on a condition that
the triggering should be approved at a shareholders' meeting for confirmation, a
shareholders' meeting can be held.
6) Other revisions are made and phrases are arranged as follows: revisions in
wordings in citation related to revision 1) to 5) above, necessary revisions due
to improvement of related laws and regulations such as computerized management
of shareholders' ownership rights in accordance with "Law Amending the Partial
Revision of the Commercial Code Concerning Book-Entry Transfer Corporate
Securities for Rationalization of Settlements Related to the Trading of
Equities" (Law No. 88 of 2004) enforced on January 5, 2009 and necessary
revisions due to the change from Securities and Exchange Act to Financial
Instruments and Exchange Act.
1. Basic policy of management of the decisions of the Company's financial and
business policies
(Basic policy of management of the decisions of a company's financial and
business policies as defined in Item 3 of Article 118, Ordinance for Enforcement
of the Companies Act)
In regard to how decisions on the Company's financial and business policies
should be managed, the Company's view is that they are determined by free
trading in the stock market. Consequently, judgment as to whether to respond to
purchase proposals in conjunction with shifts in a joint stock company control
rights should in the final analysis be based on the intention of all
shareholders.
However, there are more than few cases of large purchases, in which the
purchase does not contribute to improvement of corporate value or shareholders'
common interests, such as the Acquirer is clearly detrimental to corporate value
or shareholders' common interests; there is concern that shareholders are in
effect coerced into selling; sufficient information and time are not provided
for target company directors or shareholders to study the purchase terms or for
the directors to propose alternatives; negotiations are necessary with the
Acquirer to bring about more advantageous terms, and the like. Including the
above examples, the Company's view is that persons or entities conducting
inappropriate large purchases, or similar conduct raising concerns about injury
to corporate value and the common interests of shareholders, are not appropriate
for control of decisions about the Company's financial and business policies.
2. Special measures for basic policy implementation
In order to encourage ongoing long term investment by multiple investors, and
measures to improve its corporate value and shareholders' common interests, the
Company is already implementing the policies shown below. We believe that these
measures contribute to realization of the basic policies in 1. above.
(1) "Intermediate and long-term management strategy" measures to improve
corporate value
In the consumer finance industry, revised Money Lending Business Law will
soon be fully enforced including introduction of lower cap interest rate and
aggregate debt control, while interest refund claims are remaining at a high
level to make the situation harder than ever. In this environment, and
inheriting its founding spirit of "Customer First" and "Efficient Management,"
the Company is stressing all-company improvement in corporate value and
shareholders' common interests.
To be more specific, while decline in direct cash loans to customers and
decrease in operating revenues are expected, we strive to secure stable profit
by credit cost reduction through "improvement of loans receivable" and
"streamlining of the organization," as well as front-loading allowance for
losses for refund of interest received from customers. We will also promote
diversification of earning sources through developing new business and looking
at business abroad. We are also moving to expand our IR activity in Japan and
overseas, to implement timely and continuous fair disclosure, and to further
enhance our corporate transparency.
(2) "Corporate governance reinforcement" measures to improve corporate value
As arrangements indispensable for improving corporate value and
shareholders' common interests, the Company has long positioned "Corporate
governance reinforcement" as an important issue. We are implementing the
Following policies as specific measures.
(a) Filling out corporate governance
Working to improve corporate value is the Company's basic management policy, in
which corporate ethics establishment and filling out corporate governance are
considered essential for implementation. For this reason, "Takefuji Corporation
Management Ethical Charter" was newly established in September, 2008, and it
confirms corporate ethics. We are also promoting all-around strengthening of
management transparency and efficiency, improving soundness, deepening
compliance and accelerating disclosure.
TAKEFUJI CORPORATION Management Ethical Charter
1. Purpose
TAKEFUJI CORPORATION ("the Company" hereinafter) has long been striving to
fulfill its social mission and enhance its credibility by helping people with
smooth household finance through engaging in money lending business and
contributing to proper operation of national economy since it was established in
1966. Although people's lifestyles change, Takefuji is convinced that consumer
finance companies have unchangeable range of duties and responsibilities.
Based on this conviction, all directors and employees of the Company must become
more acutely aware of our social role and responsibilities, observe relevant
laws and ordinances in everyday business operations, and act upon social
standards.
Accordingly, we hereby pledge to make continual efforts to earn
the trust of society and establish the TAKEFUJI CORPORATION Management Ethical
Charter as a concrete declaration of our long-cherished founding spirit since
our foundation, in order to demonstrate our firm commitment.
2. Basic Philosophy
(1) In order to earn the trust of communities and to make positive contributions
to society, we ensure strict adherence to our founding spirit of Customer First
and provide high quality financial services.
(2) In order to achieve that aim, we establish not only strict compliance to
laws and ordinances, but also high ethical standards and compliance system.
3. Charter
(1) We observe all relevant laws, ordinances and regulations, and conduct our
corporate activities in accordance with fair and equal business practices.
(2) In money lending business, we make efforts to protect the interests of
people including those who are in financial needs for the best results, while
focusing on transparency of transactions, and contributing to the proper
operation of national economy.
(3) We ensure open and comprehensive exchanges with customers and society
through active and impartial disclosure of management information, aiming for
well-functioning market discipline functions well.
(4) We aim to establish sound work environment in which personalities and values
are mutually respected.
(5) We act upon our founding spirit of gratitude, remain aware of our position
and responsibility as a corporate citizen, follow the dictates of conscience,
and act in accordance with social standards.
(6) We remain opposed to anti-social forces that threaten the order and safety
of people and society.
(7) We establish sound fiscal basis and risk management system based on our risk
characteristics.
(8) We continue sound and faithful two-way conversation and smooth communication
with government.
(9) We are well-aware that the development of the society is the basis of
corporate growth, and we aim at co-existence and co-prosperity with the society,
through active information emission and CSR activities.
(10) We comply with and carry out this charter, not only in the Company, but
also in the whole Company Group.
(b) Corporate governance structure (chart)
Please refer to PDF attachment.
As shown in the chart, the Company has elected to have the Board of auditors (4
corporate auditors of which 2 outside corporate auditors), positioned with the
Board of Directors (12 directors of which 2 outside directors) under the General
Shareholders' Meeting, and has set up a Compliance Committee to which outside
employed person are invited. With introduction of an executive officer system
and establishment of Executive Committee, decision making and business operation
are conducted promptly and accurately. The Company has facilitated a structure
that realizes appropriate and efficient management.
In cooperation with the Board of auditors, the inspection department in charge
of internal audits implements audits periodically and as necessary in relation
to overall compliance with related laws and ordinances, protection of personally
identifiable information and other internal controls, provides as necessary
guidance and advice on improvements, and renders reports on the results to the
Board of Directors and the Board of auditors.
(3) The Company has implemented the foregoing policies centered on
intermediate/long-term management strategies, but going forward will continue
carrying them out more effectively on a medium/long-term perspective, and
thereby work to improve corporate value and secure shareholders' common
interests.
3. Effort to prevent the control of the Company by persons deemed inappropriate
in light of the Basic Policy
(1) Objectives of the Plan
The primary objective of the Current Plan is to secure and enhance corporate
value and the common interests of shareholders. It was introduced in accordance
with the basic policy mentioned in 1. above. The Plan is to partly revise the
Current Plan and sustain it.
Since its foundation in 1966, the Company has nurtured as well as led the
consumer finance industry in Japan as an independent consumer finance company,
and making compliance with laws and regulations the backbone of management under
the founding philosophy of "Customer First" and "Efficient Management," the
Company has formulated its business model focusing on the unsecured loan
business while accumulating its own unique know-how and systems. The
environment surrounding the consumer finance industry has materially
deteriorated due to recent revision of the law and due to interest refund
claims, which stay at a high level. In this situation, the Company considers
that it is necessary to proactively address medium/long-term measures. Such
measures require the strength of our brand and expertise, earned from our long
history in the business, as well as the trust and ties between the Company and
the various stakeholders, such as shareholders, customers, local communities and
employees.
The Company believes that ultimately its shareholders as a whole must make
the decision on any proposed acquisition that would involve a transfer of
corporate control. Therefore, the Company does not necessarily deny large scale
acquisition of our shares or proposal of the acquisition, if the purchase or the
proposal contributes to the improvement of the corporate value and common
interests of shareholders.
However, as mentioned in 1. above, there are some forms of corporate acquisition
that benefit neither our corporate value nor the common interests of the
shareholders, judging from their objectives. Unless the Acquirer of a proposed
large scale acquisition would ensure achieving measures over the
medium/long-term, the corporate value of the Company and the common interests of
the shareholders would be harmed.
As shown in Attachment 1, founder's family members, relatives and those related
to them own 26.41% of the Company's share on voting rights basis as of March 31,
2010. However, the ratio fell by approximately 42% in past 6 years. The ratio
may further decrease for various reasons of each holder. The rest of the
Company's share is mostly held by a wide range of shareholders, including
individuals, institutional investors such as trust banks, international
institutions and so on. For the benefit of these shareholders, the Board of
Directors considers that if large scale acquisition is conducted or acquisition
is proposed, it is necessary to sustain a mechanism that ensures the necessary
time and opportunity for shareholders to fully consider the information
provided, or the opportunity for the shareholders to consider alternatives
proposed by the board of directors, to enable shareholders to make appropriate
decisions whether or not to respond to the acquisition. Thus the Board of
Director has decided to partly revise the Current Plan and sustain the Plan.
(2) The Plan outline
(a) Establishment of procedures
In the case that there is an Acquisition (defined in (3) (a), 'Procedures
for triggering the Plan' below. This definition is applied throughout this
document.), in addition to allowing for requests to the Acquirer to provide
information in advance, the Plan also sets out procedures for fulfilling above
mentioned 3. (1), 'Objectives of the Plan.' In case procedures of the Plan are
commenced, the Acquirer may not conduct the acquisition until the Board of
Directors resolves that they do not trigger the Plan. Please refer to (3),
'Procedures for triggering the Plan' below.
(b) Triggering the Plan by use of gratis allotment of stock acquisition rights
If an Acquirer effects a large scale Acquisition without following the
procedures set out in the Plan or otherwise acts in a way that is deemed to be
harmful to the Company's corporate value or the common interests of shareholders
(for details of these requirements, please refer to (4) 'Requirements for the
gratis allotment of stock acquisition rights' below), the Company will allot
stock acquisition rights having an exercise condition that does not allow the
Acquirers to exercise and an acquisition provision to the effect that the
Company may acquire the stock acquisition rights from persons other than the
Acquirers in exchange for shares in the Company (the main details of such stock
acquisition rights are set out below at (5), 'Outline of the gratis allotment of
stock acquisition rights'; "Stock acquisition rights"), by means of a gratis
allotment of stock acquisition rights (prescribed by Article 277 onwards of the
Companies Act of Japan) to all shareholders at that time except for the Company.
(c) Exercise of the stock acquisition rights and the Company's acquisition of
stock acquisition rights
If a gratis allotment of stock acquisition rights were to take place in
accordance with the Plan and the shareholders other than the Acquirer receives
shares in the Company either through exercising the rights or in exchange for
the Company acquiring the stock acquisition rights, then it would be possible
for the ratio of Company shareholder voting rights held by the Acquirer to be
diluted by up to 50%.
(d) Establishment of enhancing reasonability of the Plan
Regarding the execution, inexecution or acquisition of the gratis allotment of
stock acquisition rights according to the Plan, in the same way as the Current
Plan, the decision will be made via judgment of the Independent Committee, which
comprises (i) the Company's outside directors, (ii) the Company's outside
corporate auditors, (iii) outside intellectuals (such as experienced corporate
operators, former government employees, experts in investment banking, lawyers,
certified accountants, academic experts, etc.), only those who are independent
from the Company's management, as stipulated in the rules of the Independent
Committee (please refer to attachment 2 for its outline) to avoid arbitrariness
of the Company's management, as well as securing transparency by disclosing
information to shareholders as necessary. The names and brief background
description of the members of the Independent Committee is shown in attachment
3.
(e) Shareholders' meeting for confirmation
In addition to setting up the Independent Committee, in cases stipulated by
the Plan, the Company's Board of Directors may convene a shareholders' meeting
for confirmation to confirm the shareholders' intention regarding the execution
of gratis allotment of stock acquisition rights.
The transparency shall be secured by information disclosure to shareholders when
necessary regarding process of such procedures.
(3) Procedures for triggering the Plan
(a) Targeted acquisitions
The Plan is applicable to cases (except for cases to which the Company's
management prospectively agrees) where there is an acquisition of shares etc. of
the Company or any similar action or a proposal for such action (the
"Acquisition"), that falls under (i) or (ii) below. The Acquirers shall
prospectively follow the procedure of the Plan.
(i) An Acquisition that would result in the sum of the holding ratio of share
etc. (*1) of a holder (*2), joint holders (*3) of holders and any affiliated
party of any party of these party above (kanrensha *4) newly amounting to 20% or
more of the share, etc. (*5) issued by the Company; or
(ii) A tender offer (*6) that would result in the owning ratio (*7) of share,
etc. (*8) relating to the tender offer and the owning ratio of share, etc. of a
person having a special relationship (*9) and any affiliated party of these
party above (kanrensha) totaling at least 20% of the share, etc. issued by the
Company.
*1: Defined in Article 27-23(4) of the Financial Instruments and Exchange Act of
Japan. This definition is applied throughout this document.
*2: Including persons described as a holder under article 27-23(3) of the
Financial Instruments and Exchange Act of Japan.
*3: "Joint holders" are as defined in Article 27-23(5) of the Financial
Instruments and Exchange Act of Japan, including persons regarded as a joint
holder under Article 27-23(6) of the Financial Instruments and Exchange Act of
Japan (including persons that the Company's Board of Directors recognizes as
falling under the above). The same is applied throughout this document.
*4: "Kanrensha" means a person who substantially controls, is controlled by, or
is under common control with such given party (including any person who is
deemed by the Company's Board of Directors to fall under the above), or a person
deemed by the Company's Board of Directors to act in concert with such given
party. "Control" means to "control the determination of the financial and
business policies" (as defined in Article 3(3) of the Ordinance for Enforcement
of the Companies Act) of other corporations or entities.
*5: Defined in Article 27-23(1) of the Financial Instruments and Exchange Act of
Japan. Unless otherwise provided for in this document, this definition is
applied throughout this document.
*6: Defined in Article 27-2(6) of the Financial Instruments and Exchange Act of
Japan. This definition is applied throughout this document.
*7: Defined in Article 27-2(1) of the Financial Instruments and Exchange Act of
Japan. This definition is applied throughout this document.
*8: Defined in Article 27-2(1) of the Financial Instruments and Exchange Act of
Japan. This definition is applied in (ii) below.
*9: Defined in Article 27-2(7) of the Financial Instruments and Exchange Act of
Japan (including persons considered to fall under this provision by the
Company's Board of Director); provided, however, that persons provided for in
Article 3(1) of the Cabinet Office Regulations concerning Disclosure of a Tender
Offer by an Acquirer other than the Issuing Company are excluded from the person
described in Article 27-2(7)(i) of the Financial Instruments and Exchange Act of
Japan. The same is applied throughout this document.
(b) Submission of Letter of Intent
Prior to the conduct of commencing of or conduct of the Acquisition, the
Acquirer should submit Letter of Intent to the Company's Board of Directors.
The letter must be written in Japanese and must include a pledge stating
compliance with the procedures of the Plan, name, address or head office
location of the Acquirer, governing law of establishment, name of
representative, contact details in Japan and outline of the Acquisition. If the
Company receives the Letter of Intent from the Acquirer, it promptly discloses
the receipt and if necessary, the content.
(c) Request to the Acquirer for the provision of information
Unless otherwise approved by the Board of Directors, the Company issues a list
of essential information (the "Essential Information") necessary for examining
the Acquisition, with which the Acquirer should provide the Company, within 10
days of the receipt of the Letter of Intent. The Acquirer should submit the
Essential Information according to the list in writing in Japanese (the
"Acquisition Statement") to the Company's Board of Directors. Details of the
Essential Information may vary according to the nature of the Acquirer and the
Acquisition but will be limited to necessary and sufficient information for
shareholders to make decision and for the Company's directors to form their
view. A part of general topics is listed from (i) to (vii) below:
(i) Details (including the specific name, capital structure and financial
position) of the Acquirer and its group (including joint holders, person having
a special relationship and, in the case of funds, each partner and other
constituent members).
(ii) The purpose, method and terms of the Acquisition (including amount and type
of consideration for the Acquisition, the timeframe of the Acquisition, the
scheme of any related transactions, the legality of the Acquisition method, and
the probability that the acquisition will be effected).
(iii) The basis for the calculation of the purchase price of the Acquisitions
(iv) Financial support for the acquisition (specifically including the name,
financing methods and the terms of any related transactions of the funds
providers (including all indirect funds providers)).
(v) Expected post-Acquisition candidates for directors (including information on
their experience in the same industry as the Company and the Group) in addition
to post-Acquisition management policy, business plan, financial plan, capital
and dividend policies for the Company and the Group.
(vi) Whether or not there is a change, and the nature of the change if there is,
in post-Acquisition policies of the Company's/the Group's relationship with the
Company's stakeholders, such as customers, business partners and employees.
(vii) Any other information that the Independent Committee reasonably considers
necessary.
On receiving the Acquisition Statement mentioned, above, the Board of
Directors will provide it to the Independent Committee. If the Independent
Committee determines that the information provided in the Acquisition Statement
is insufficient as the Essential Information, it may fix a reasonable deadline
(in principle, 60 day at the maximum) for response and request, either directly
or indirectly, that the acquirer additionally provide the Essential Information
through the Board of Directors. In such case, the Acquirer should additionally
provide information by the deadline.
In case that additional Essential Information is requested but the Acquirer
does not provide a part of requested information, if the Acquirer gives
reasonable explanation, although the Company does not have all Essential
Information, it may terminate negotiations over information with the Acquirer,
discloses its intention and start considering the nature of the Acquisition as
described in (d) below.
If the Acquirer is recognized to have started the Acquisition without
complying with the procedures set forth in the Plan, the Independent Committee
may recommend the execution of the gratis allotment of stock acquisition rights
to the Board of Directors as described in (i) of (e) below, except for cases
where there are special reasons to continue discussion and negotiation with the
Acquirer to request submission of the Acquisition Statement and the Essential
Information. In determining whether or not the Acquirer complies with
procedures set forth in the Plan, circumstances of the Acquirer shall be fully
considered within a reasonable degree, such as the Acquirer may not have
detailed information of the Company. At least, if a part of the Essential
Information requested by the Board of Directors is not submitted by the
Acquirer, the fact alone does not constitute breach of the procedures of the
Plan by the Acquirer.
(d) Consideration of Acquisition terms, negotiation with the Acquirer, and
consideration of an alternative proposal
(i) Request to the Company's Board of Directors for the provision of information
If the Acquirer submits an Acquisition Statement and the Essential Information
(additionally requested by the Independent Committee or the Board of Directors
(if any), the Independent Committee, after setting a reasonable deadline within
the limit of the Independent Committee's consideration period defined in (ii)
below, may request that the Company's Board of Directors present an opinion
(including reservations; hereinafter the same) on the Acquirer's Acquisition
terms and supporting materials, an alternative proposal (if any), and any other
information that the Independent Committee considers suitably necessary.
(ii) Independent Committee consideration
If the Independent Committee determines that the information and materials
(including additional information and materials requested) provided by the
Acquirer are sufficient, it will set a consideration period of up to 90 days as
a general rule (however, the Independent Committee may extend the period by its
resolution in accordance with (e) below, hereinafter the "Independent Committee
Consideration Period").
In accordance with information or materials provided by the Acquirer and the
Company's Board of Directors during the Independent Committee Consideration
Period, to establish and enhance the corporate value of the Company and the
common interests of shareholders, the Independent Committee should consider the
Acquisition terms, consider any alternative proposals presented by the Company's
Board of Directors and collect and compare information on the business plans and
other information of the Acquirer and the Company's Board of Directors and so
on. In addition, if necessary, the Independent Committee shall directly or
indirectly hold discussions and negotiate with the Acquirer to improve the
details of the relevant acquisition, from the perspective of the establishment
and enhancement of the corporate value of the Company and the common interests
of shareholders, or the Independent Committee shall present the Company's
alternative proposals to shareholders by urging the Company's Board of Directors
to present the alternative proposal.
If the Independent Committee directly or indirectly requests the Acquirer to
provide materials for consideration or any other information, or to discuss and
negotiate with the Independent Committee, the Acquirer must promptly respond to
such request. In addition, the Acquirer shall not commence the Acquisition
until the inexecution of gratis allotment of stock acquisition rights is
resolved by the Board of Directors of the Company after the termination of the
Independent Committee Consideration Period.
In order to ensure that the Independent Committee's decision contributes to
the Company's corporate value and the common interests of shareholders, the
Independent Committee may, at the cost of the Company, obtain advice from
independent third parties (including financial advisers, certified public
accountants, attorneys, consultants or any other experts) as necessary.
(iii) Disclosure of information to shareholders
In accordance with laws, regulations and rules of stock exchange, the Company
promptly and appropriately discloses information, which the Company's Board of
Directors or the Independent Committee judge as appropriate, among information
such as information on progress of the Plan's procedures (the fact that the
Letter of Intent is submitted, the fact that Essential Information is provided,
the fact that the Independent Committee commenced the Independent Committee
Consideration Period, etc.), the Letter of Intent, the Essential Information,
opinion of the Company's Board of Directors, etc.
(e) Recommendation by the Independent Committee
If the Acquirer emerges, the Independent Committee shall make recommendation
to the Company's Board of Directors or take other actions in accordance with the
following procedures. If the Independent Committee makes recommendation etc. to
the Company's Board of Directors or otherwise as listed in 3(3)(e) (i) through
3(3)(e)(iii) below, or otherwise believes it to be appropriate, the Independent
Committee shall promptly disclose the fact of and an outline of the
recommendation or the like and any other matters that the Independent Committee
considers appropriate (in the case of extending the Independent Committee
Consideration Period in accordance with (iii) below, including the fact of and
the outline of the reason for such extension).
(i) The Independent Committee recommends the triggering of the Plan
If the Acquirer fails to comply with the procedures set forth above in (b)
through (d), or if otherwise as a result of the consideration of the terms of
the Acquirer's Acquisition, the Independent Committee determines that the
Acquisition by the Acquirer meets any of the requirements set out below at (4),
'Requirements for the gratis allotment of Stock Acquisition Rights,' and also
determines that it is appropriate to execute it, the Independent Committee
recommends the execution of the gratis allotment of Stock Acquisition Rights to
the Company's Board of directors, regardless of whether the Independent
Committee Consideration Period has commenced or ended.
However, even after the Independent Committee has already made one
recommendation for the execution of the gratis allotment of Stock Acquisition
Rights, if the Independent Committee determines that either of the event below
applies, it may make a new recommendation to the Company's Board of Directors to
cancel the gratis allotment of Stock Acquisition Rights until the day before the
gratis allotment takes effect, or to acquire the Stock Acquisition Rights
without consideration from the day the gratis allotment takes effect to the day
before the first day of the exercise period of the Stock Acquisition Rights (the
first day of such exercise period is referred to as the "Commencement Day of
Exercise Period" hereafter).
- The Acquirer withdraws the Acquisition or the Acquisition otherwise ceases
to exist after the recommendation.
- Due to a change in the facts, etc., on which the recommendation decision
was made, the Acquisition by the Acquirer does not meet any of the requirements
set out below in (4), 'Requirements for the gratis allotment of Stock
Acquisition Rights,' or it still meets a requirement yet it is not appropriate
to execute or allow exercise of the gratis allotment of Stock Acquisition
Rights.
(ii) The Independent Committee recommends the non-triggering of the Plan
If, as a result of its consideration of the terms of the Acquirer's
Acquisition and discussion, negotiation or the like with the Acquirer, the
Independent Committee determines that the Acquisition does not meet any of the
requirements set out below at (4) 'Requirements for the gratis allotment of
Stock Acquisition Rights,' or it meets a requirement yet it is not appropriate
to execute the gratis allotment of Stock Acquisition Rights, or the Company's
Board of Directors does not provide the opinion set forth above at (d)(i) or
information or supporting materials, etc. requested by the Independent Committee
within a determined period, the Independent Committee recommends to the
Company's Board of Directors that the gratis allotment of Stock Acquisition
rights should not be executed, regardless of whether the Independent Committee
Consideration Period has commenced or ended.
However, even after the Independent Committee has already made one
recommendation for the inexecution of the gratis allotment of Stock Acquisition
Rights, due to a change in the facts, etc., on which the recommendation decision
was made, and the Acquisition by the Acquirer has come to satisfy the
requirements set out below at (e)(i), the Independent Committee may make a new
recommendation to the Company's Board of Directors for the execution of the
gratis allotment of Stock Acquisition Rights.
(iii) The Independent committee extends the Independent Committee Consideration
Period
If the Independent Committee does not reach a recommendation for either the
execution or inexecution of the gratis allotment of Stock Acquisition Rights by
the expiry of the initial Independent Committee Consideration Period, the
Independent Committee resolves to extend the Independent Committee Consideration
Period, to a reasonable extent that it is considered necessary for actions such
as consideration of the terms of the Acquirer's Acquisition, negotiation and
discussion with the Acquirer and the consideration of an alternative proposal
(up to 30 days as a general rule).
If the Independent Committee Consideration Period is extended as a result of
the resolution described above, the Independent Committee shall continue with
its information collection, consideration process and like activities and shall
make best efforts to make a recommendation of the execution or inexecution of
the gratis allotment of Stock Acquisition Rights within the extended period.
(f) Resolutions of the Board of Directors
If the Company's Board of Directors receives recommendation mentioned above
from the Independent Committee, the Board of Directors, in exercising their role
under the Companies Act, promptly passes a resolution relating to the execution
or inexecution of a gratis allotment of Stock Acquisition Rights (including the
cancellation of the gratis allotment of Stock Acquisition Rights), taking into
consideration any recommendation of the Independent Committee described above to
the maximum extent. However, if a shareholders' meeting for confirmation is
held, the Company's Board of Directors, in exercising their role under the
Companies Act, promptly passes a resolution relating to the execution or
inexecution of a gratis allotment of Stock Acquisition Rights (including the
cancellation of the gratis allotment of Stock Acquisition Rights), according to
the resolution of the shareholders' meeting for confirmation.
The Acquirer and its group may not conduct the Acquisition until the Company's
Board of Directors passes a resolution related to the execution or inexecution
of the of the gratis allotment of Stock Acquisition Rights.
If the Company's Board of Directors passes a resolution related to execution
or inexecution of the gratis allotment of Stock Acquisition Rights, the
Company's Board of Directors promptly and appropriately discloses an outline of
its resolution, and any other matters that the Board of Directors considers
appropriate.
(g) Holding shareholders' meeting for confirmation
Notwithstanding (f) above, the Company's Board of Directors may, at the
execution of the gratis allotment of Stock Acquisition Rights in accordance with
the Plan, convene a shareholders' meeting for confirmation (the term conforms to
the general shareholders' meeting stipulated by the Companies Act and the
Company's articles of incorporation. The same applies throughout this
document.) for the purpose of confirming shareholders' intention regarding the
execution or inexecution of the gratis allotment of Stock Acquisition Rights
except when it is practically extremely difficult to do so, when the Independent
Committee "makes recommendation for execution of the gratis allotment of Stock
Acquisition Rights with reservation that requires prior approval at a
shareholders' meeting for confirmation according to (e)(i) above" or when "a
possibility of meeting any of (b) through (e) of triggering events set out in
(4), 'Requirements for the gratis allotment of Stock Acquisition Rights' below,
is in question and the Independent Committee makes recommendation with
reservation that requires prior approval at a shareholders' meeting for
confirmation."
(4) Requirements for the gratis allotment of Stock Acquisition Rights
The Company intends to execute the gratis allotment of Stock Acquisition
Rights by a resolution of the Company's Board of Directors as described above at
(3)(f), 'Procedures for triggering the Plan,' if the Acquisition by the Acquirer
meets any of the requirements set out below and also is determined that it is
appropriate to execute the gratis allotment of Stock Acquisition Rights. In
addition, as set out in (3)(e), 'Procedures for triggering the Plan' below,
whether or not the Acquisition meets any of the requirements below and also it
is appropriate to execute the gratis allotment of Stock Acquisition Rights will
be determined via recommendation of the Independent Committee.
(a) An Acquisition that does not comply with the procedures set out in the Plan
and also it is determined appropriate to execute the gratis allotment of Stock
Acquisition Rights.
(b) An Acquisition that threatens to cause obvious harm to the corporate value
of the Company and, in turn, the common interests of its shareholders through
actions etc. including any of the actions below and also it is determined
appropriate to execute the gratis allotment of Stock Acquisition Rights:
(i) A buyout of share to require such share to be compulsorily purchased by the
Company at an inflated price
(ii) Management that achieves an advantage for the Acquirer to the detriment of
the Company, such as temporary control of the Company's management for the
low-cost acquisition of the Company's material assets.
(iii) Diversion of the Company's assets to secure or repay debts fo the Acquirer
or its group company.
(vi) Temporary control of the Company's management to bring about a disposal of
high-value assets that have no current relevance to the Company's business and
declaring temporarily high dividends from the profits of the disposal, or
selling the shares at a high price taking advantage of the opportunity afforded
by the sudden rise in share prices created by the temporarily high dividends.
(c) Certain Acquisitions that threaten to have the effect of coercing
shareholders into selling shares, such as coercive two-tiered tender offers
(meaning acquisitions of shares including tender offers that do not offer to
acquire all shares of the Company in the initial acquisition, and set
acquisition terms for the second stage or do not set clear terms that are
unfavorable for the second stage.)
(d) Acquisition whose terms (including amount and type of consideration for the
Acquisition, the Acquisition timing, post-Acquisition management policies and
business plan, and post-Acquisition policies dealing with the Company's other
shareholders, employees, business partners and any other stakeholders in the
Company) are significantly inadequate or inappropriate in light of the Company's
corporate value and, in turn, common interests of shareholders.
(e) Acquisitions that materially threaten to be against the corporate value of
the Company and, in turn, the common interests of shareholder, by measures such
as destroying relationship with shareholders, customers, local communities,
employees and any other stakeholders or by destroying other sources of the
corporate value, which are indispensable to generate the Company's corporate
value.
(5) Summary of the gratis allotment of stock acquisition rights
A summary of the gratis allotment of stock acquisition rights to be implemented
based on the Plan is as follows:
(a) Number of stock acquisition rights
The number of stock acquisition rights shall be the same as the final number of
shares outstanding of the Company (however, excluding treasury stock) on a
certain day (hereinafter, the "Allotment Date") separately determined by a
resolution of the Company's Board of Directors on the gratis allotment of stock
acquisition rights (hereinafter, the "Resolution on the Gratis Allotment of
Stock Acquisition Rights").
(b) Shareholders to whom the stock acquisition rights will be allotted
The stock acquisition rights shall be allotted to the shareholders other than
the Company that are recorded in the shareholders' registry of the Company on
the Allotment Date at the rate of one stock acquisition right per Company's
share held.
(c) Effective date of the gratis allotment of stock acquisition rights
The effective date of the gratis allotment of stock acquisition rights shall be
a day that is separately determined by the Resolution on the Gratis Allotment of
Stock Acquisition Rights.
(d) Type and number of shares to be allotted for the stock acquisition rights
The type of shares to be allotted for the stock acquisition rights shall be the
common stock of the Company, and the number of shares to be allotted for one
stock acquisition right (hereinafter, the "Number of Shares to Be Allotted")
shall be one share as a general rule.
(e) Value of an asset to be invested with the exercise of the stock acquisition
rights
The object of investment made with the exercise of the stock acquisition rights
shall be cash, and the value of an asset per share to be invested with the
exercise of the stock acquisition rights shall be the value separately
determined by the Resolution on the Gratis Allotment of Stock Acquisition Rights
within a range between one yen as a minimum and half of the market value of one
share of the Company as a maximum.
(f) Exercise period of the stock acquisition rights
The exercise period of the stock acquisition rights shall be separately
determined by the Resolution on the Gratis Allotment of Stock Acquisition Rights
with a duration between one month and two months and with the commencement date
of the exercise period being a day separately determined by the Resolution on
the Gratis Allotment of Stock Acquisition Rights. However, when the stock
acquisition rights are acquired by the Company in accordance with Paragraph ii)
in (i) below, the exercise period of the stock acquisition rights shall be until
a business day prior to the relevant acquisition date. When the final day of the
exercise period falls on a non-business day at the location handling the cash to
be paid upon the exercise, the business day following the non-business day shall
be the final day.
(g) Conditions for exercising the stock acquisition rights
(i) A specified large-scale holder(*10), (ii) a joint holder of a specified
large-scale holder, (iii) a specified large-scale acquirer(*11), (iv) a person
having a special relationship with a large-scale acquirer, or (v) a person who
took over or inherited the stock acquisition rights from a person who falls
under any of (i) through (iv) above without obtaining the consent of the
Company's Board of Directors, or (vi) an affiliated party (kanrensha) of a
person who falls under any of (i) through (v) above (those who fall under any of
(i) through (vi) are hereinafter, the "Nonqualified Persons") may not exercise
the stock acquisition rights, as a general rule. In addition, nonresidents who
need to complete predetermined procedures for the exercise of the stock
acquisition rights under any applicable foreign law may not exercise the stock
acquisition rights, in principle (however, the stock acquisition rights held by
nonresidents shall be subject to the acquisition by the Company with the
Company's shares as consideration on condition that applicable laws are
observed, as described in (i)ii)below). In addition, those who do not submit a
written oath in the form predetermined by the Company that includes a
representation and warranty clause, an indemnification provision, or other
pledge wording saying that they are not a Nonqualified Person set forth in 5(2)
(b) below may not exercise the stock acquisition rights as well.
*10: A "specified large-scale holder" means a holder of share certificates, etc.
issued by the Company whose holding of the share certificates, etc. will be 20%
or more if the share certificate holding ratio of the said holder is combined
with the share certificate holding ratios of the joint holders of the said
holder and affiliated parties (kanrensha) of the said holder or of the joint
holders, and this is acknowledged by the Board of Directors.
*11: [1] A "specified large-scale acquirer" means a party who has publicly
announced an intention to acquire share certificates, etc. issued by the Company
(defined in Article 27-2, Paragraph 1 of the Financial Instruments and Exchange
Act of Japan. Hereinafter the same.) through tender offer, etc. (defined in
Article 27-2, Paragraph 1 of the Act. Hereinafter the same.) and whose holding
of the said share certificates, etc. to be owned after the Acquisition
(including cases set down in Article 7, Paragraph 3 of the Enforcement Order of
the Financial Instruments and Exchange Act as cases pursuant to this) will be
20% or more if the share certificate holding ratio of the said person is
combined with the share certificate holding ratios of persons having a special
relationship with the said person and affiliated parties (kanrensha) of the said
person or of the persons having a special relationship with the said person, and
this is acknowledged by the Board of Directors.
(h) Assignment of the stock acquisition rights
The acquisition of the stock acquisition rights by assignment shall require the
approval of the Company's Board of Directors.
(i) Acquisition of the stock acquisition rights by the Company
i) If the Company's Board of Directors acknowledges that it is appropriate for
the Company to acquire the stock acquisition rights, the Company may acquire all
stock acquisition rights at any time until a day prior to the commencement date
of the exercise period of the stock acquisition rights upon the arrival of a day
separately determined by the Company's Board of Directors.
ii) The Company may acquire all stock acquisition rights held by those other
than the Nonqualified Persons that are unexercised by a relevant day determined
by the Company's Board of Directors upon the arrival of a day separately
determined by the Company's Board of Directors and, in exchange for the stock
acquisition rights, issue the Company's shares of the number equivalent to the
Number of Shares to Be Allotted at a rate of one share per stock acquisition
right. The Company may conduct the acquisition of the stock acquisition rights
more than once.
(j) Issue of stock acquisition rights in the case of merger, absorption-type
company split, incorporation-type company split, stock swap, and stock transfer
The issue of stock acquisition rights in the case of merger, absorption-type
company split, incorporation-type company split, stock swap, and stock transfer
shall be separately determined by the Resolution on the Gratis Allotment of
Stock Acquisition Rights.
(k) Issue of stock acquisition right certificates
A stock acquisition right certificate shall not be issued for the stock
acquisition rights.
(l) Other
Details of the stock acquisition rights other than the above shall be separately
determined by Resolution on the Gratis Allotment of Stock Acquisition Rights.
(6) Duration of the Plan
The Plan shall be valid until the end of an annual general shareholders' meeting
(AGM) of the Company to be held in June 2013.
(7) Abolition, revision and change of the Plan
Even after the continuation of the Current Plan as the Plan is approved at the
AGM, if 1) a decision that the Plan should be abolished is made at a general
shareholders' meeting, or 2) a decision that the Plan should be abolished is
made by the Board of Directors that consists of directors elected at a general
shareholders' meeting, the Plan shall be abolished at that time. In addition,
even during the duration of the Plan, the Company's Board of Directors may
revise or change the Plan as necessary after obtaining the consent of the
Independent Committee, provided this does not work to the disadvantage of the
shareholders, for instance because a law related to the Plan or regulations of a
financial instruments exchange are newly established, revised or abolished, it
is appropriate to reflect this in the Plan, or it is appropriate to make a
revision for reasons such as errors and omissions.
When the Plan is abolished, revised or changed, the Company will immediately
disclose this fact, the details of any revision or change (in the case of
revision and change), and other matters the Company's Board of Directors or the
Independent Committee deems appropriate.
The regulations such as laws and rules quoted in the Plan are those currently in
force, and if it becomes necessary to revise any of the provisions and meanings
of the terms, etc, set out in the Paragraphs above because of the new
establishment, revision or abolition of a law or a regulation in the future, the
provisions and terms set down in the Paragraphs above may be reread as necessary
within a reasonable extent, taking the purpose of the new establishment,
revision and abolition into account.
4. Rationality of the Plan (concerning the fact that the Plan is in accordance
with the basic plan, will not undermine the corporate value of the Company and
ultimately the common interests of the shareholders, and is not intended to
preserve the position of the officers of the Company)
(1) Fulfillment of requirements such as guidelines for takeover defense measures
The plan satisfies the three principles (the principle of protecting and
enhancing corporate value and shareholders' common interests, the principle of
prior disclosure and shareholders' will, and the principle of ensuring the
necessity and reasonableness of defensive measures) set forth in the "Guidelines
Regarding Takeover Defense for the Purposes of Protection and Enhancement of
Corporate Value and Shareholders' Common Interests" published on May 27, 2005 by
the Ministry of Economy, Trade and Industry and the Ministry of Justice.
The Plan also takes into account the details of the "Takeover Defense Measures
in Light of Recent Environmental Changes," a report published on June 30, 2008
by the Corporate Value Study Group established in the Ministry of Economy, Trade
and Industry.
(2) Introduction for the purpose of protecting and enhancing the common interest
of the shareholders
As described in "Objectives in the Plan" in 3. (1) above, the Plan will be
introduced for the purpose of protecting and enhancing the corporate value of
the Company and eventually the common interests of the shareholders by enabling
the shareholders to make a decision as to whether or not to accept the
Acquisition of the Company's shares or the Company's Board of Directors to
secure the necessary time to present an alternative plan and negotiate with the
Acquirer on behalf of the shareholders, when the Acquisition is conducted.
(3) Emphasis on the shareholders' will
The Plan is subject to the approval of shareholders at the AGM and shareholders
will be able to use the AGM to ensure that their intentions are reflected in the
Plan.
Even before the expiration of the Plan after the Current Plan has been
maintained, if a decision that the Plan should be abolished is made at a general
shareholders' meeting, the Plan will be abolished at that time. In that sense,
the continuation and abolition of the Plan is dependent on the reasonable will
of the shareholders.
In addition, the term of office of the directors of the Company is set at one
year in the Articles of Incorporation of the Company. Therefore, the Company has
enabled the will of the shareholders to be reflected in the Plan through the
exercise of voting rights in the election of directors at an annual general
shareholders' meeting.
(4) Emphasis on the judgment of highly independent outsiders and information
disclosure
The Plan has decided that when the Acquisition of the Company's shares is
conducted, the Independent Committee makes a decision on whether or not the said
Acquisition will damage the corporate value of the Company and eventually the
common interests of the shareholders from an objective standpoint, and the
Company's Board of Directors will make a decision under the Companies Act of
Japan, assigning maximum value to the decision of the Independent Committee.
As just described, the Independent Committee closely monitors arbitrary actions
of the Company's directors and discloses information about its judgment to
shareholders, so that a system to execute the Plan in a transparent manner in
order to contribute to the corporate value of the Company and eventually the
common interests of the shareholders is ensured.
(5) Setting of rational and objective requirements for triggering the Plan
The Plan is set up in such a way that it will not be triggered unless rational,
objective and detailed requirements are satisfied, so that a system to prevent
the Plan from being triggered arbitrarily by a director of the Company is
ensured.
(6) Acquisition of opinions from third party experts
As described in (d) (ii) of "Procedures for triggering the Plan" in 3. (3)
above, when an Acquirer emerges, the Independent Committee may receive advice
from a third party (including financial advisers, certified accountants,
lawyers, consultants and other experts) as necessary at the cost of the Company.
Through this system, the fairness and objectivity of the judgment of the
Independent Committee are ensured.
(7) Not a dead-hand or slow-hand takeover defense measure
As explained in "Abolition, revision and change of the Plan" in 3. (7) above, as
the Plan may be abolished by the Board of Directors, which consists of directors
who are elected at a general shareholders' meeting, a person who has purchased
the Company's shares in large quantity is able to abolish the Plan through the
Board of Directors by appointing directors who make up the Board of Directors at
a general shareholders' meeting of the Company. Therefore, the Plan is not a
dead-hand takeover defense measure (i.e. a takeover defense measure the trigger
of which cannot be headed off even if a majority of the members of the Board of
Directors are replaced).
In addition, as the Company sets the term of office of the directors at one
year, the Plan is not a slow-hand takeover defense measure (i.e. a takeover
defense measure the prevention of whose trigger takes time as the members of the
Board of Directors cannot be replaced immediately).
5. Impact on the shareholders
(1) Impact on shareholders of maintaining the Plan
As the gratis allotment of stock acquisition rights itself is not conducted at
the time when the Current Plan is maintaining, there will be no direct or
specific impact on the rights and interests of the shareholders and investors.
(2) Impact of the gratis allotment of stock acquisition rights on the
shareholders
(a) Procedures for the gratis allotment of stock acquisition rights
When making the Resolution on the Gratis Allotment of Stock Acquisition Rights,
the Allotment Date shall be decided by the said Resolution and announced
publicly. In this case, the stock acquisition rights will be allotted free of
charge to those shareholders who are recorded in the final shareholders'
registry on the Allotment Date (hereinafter, the "Shareholders for Allotment")
at the rate of one stock acquisition right per one share of the Company held.
The Shareholders for Allotment will not need to take procedures for application,
etc. as they will naturally become holders of the stock acquisition rights on
the effective date of the gratis allotment of stock acquisition rights.
Even if a Resolution on the Gratis Allotment of Stock Acquisition Rights has
been made, the Company may cancel the gratis allotment of stock acquisition
rights until a day before the effective date of the gratis allotment of stock
acquisition rights, or acquire free of charge the stock acquisition rights until
a day before the commencement date of the exercise period of the stock
acquisition rights after the effective date of the gratis allotment of stock
acquisition rights, assigning maximum value to the decision of the Independent
Committee as described in (e) (i) of "Procedures for triggering the Plan" in 3.
(3) above. In these cases, investors who have sold the Company's shares on the
assumption that the value per share will be diluted could suffer reasonable
damage due to changes in the value.
(b) Procedures for the exercise of the stock acquisition rights
The Company will send the Shareholders for Allotment a document that they should
submit as a general rule when exercising the stock acquisition rights (a
document in a form predetermined by the Company that includes necessary
information such as the details and number of the stock acquisition rights to
exercise, the day when the stock acquisition rights are exercised, and a
representation and warranty clause, an indemnification provision, or other
pledge wording saying that they are not a Nonqualified Person) and other
documents. Shareholders shall be issued with one share of the Company per
shareholding right in principle by paying cash equivalent to the exercise price
set out by the Resolution on the Gratis Allotment of Stock Acquisition Rights
within a range between one yen per stock acquisition right as a minimum and half
of the market value of one share of the Company as a maximum during the exercise
period of the stock acquisition rights after submitting these necessary
documents.
If the shareholder does not exercise the stock acquisition rights or not pay
cash equivalent to the exercise price, the Company's shares he holds will be
diluted by the exercise of the stock acquisition rights by other shareholders.
However, the Company may acquire the stock acquisition rights from shareholders
other than the Nonqualified Persons in accordance with the procedures written in
(c) below and issue its shares in exchange for the stock acquisition rights. If
the Company follows these acquisition procedures, shareholders other than the
Nonqualified Persons will receive the Company's shares without exercising the
stock acquisition rights and paying cash equivalent to the exercise price, and
therefore the Company's shares they hold will not be diluted in principle.
(c) Procedures for the acquisition of the stock acquisition rights by the
Company
When the Company's Board of Directors has decided to acquire the stock
acquisition rights, the Company may acquire the stock acquisition rights from
shareholders other than the Nonqualified Persons and issue its shares in
exchange for the stock acquisition rights on a day separately determined by the
Company's Board of Directors in accordance with legal procedures. In this case,
the shareholders will receive one share of the Company per one stock acquisition
right in principle as a consideration for the acquisition of the stock
acquisition rights without paying cash equivalent to the exercise price. In this
case, however, the shareholders may be separately asked to submit a written oath
in the form predetermined by the Company that includes a representation and
warranty clause, an indemnification provision, or other pledge to the effect
that they are not a Nonqualified Person.
Other than the above, as the Company will disclose to the shareholders
information about or notify the shareholders of the details of the allotment
method and exercise method of the stock acquisition rights, and the acquisition
method by the Company after the Resolution on the Gratis Allotment of Stock
Acquisition Rights is made, and requests shareholders to check the details.
END
Attachment 1
Status of Major Shareholders (at the end of March 2010)
+------------------------------+----------+------------------------------+------------+
| Name | Investment in the |
| | Company |
+ +-------------------------------------------+
| | Number of shares held |Percentage |
| | | of voting |
| | | rights |
+-----------------------------------------+------------------------------+------------+
| | Thousand | % |
| | shares | |
+-----------------------------------------+------------------------------+------------+
| Daio Co., Ltd. | (Note) | 7,746 | 5.74 |
+------------------------------+----------+------------------------------+------------+
| Marutake Sangyo Ltd. | (Note) | 7,459 | 5.53 |
+------------------------------+----------+------------------------------+------------+
| Taketeru Takei | (Note) | 6,941 | 5.14 |
+------------------------------+----------+------------------------------+------------+
| Hiroko Takei | (Note) | 4,927 | 3.65 |
+------------------------------+----------+------------------------------+------------+
| Northern Trust Company (AVFC) | 4,826 | 3.58 |
| Sub-account American Client | | |
+-----------------------------------------+------------------------------+------------+
| Toshiki Takei | (Note) | 4,866 | 3.61 |
+------------------------------+----------+------------------------------+------------+
| The Bank of New York JASDEC Treaty | 2,698 | 2.00 |
| Account | | |
+-----------------------------------------+------------------------------+------------+
| The Bank of New York Treaty JASDEC | 1,952 | 1.45 |
| Account | | |
+-----------------------------------------+------------------------------+------------+
| Bull Jump Ltd. | (Note) | 1,827 | 1.35 |
+------------------------------+----------+------------------------------+------------+
| Northern Trust Company AVFC Re U.S. Tax | 1,761 | 1.30 |
| Exempted Pension | | |
+------------------------------+----------+------------------------------+------------+
(Note) These companies and individuals are relatives of the late Yasuo Takei,
the founder of the Company, or affiliated parties (kanrensha), and the total
number of shares, including those not listed above, held by the relatives of the
late Yasuo Takei and their affiliated parities is 35,626,000 shares (the
percentage of voting rights is 26.41%).
Status of Unit Stockholding by Holder Category (at the end of March 2010)
+---------------+--------------+--------------+--------------+
| Holder | Number of | Unit | Percentage |
| category |shareholders |shareholding | of voting |
| | | (thousand | rights (%) |
| | | shares) | |
+---------------+--------------+--------------+--------------+
| Financial | 28 | 7,653 | 5.67 |
| institutions | | | |
+---------------+--------------+--------------+--------------+
| Financial | 42 | 2,044 | 1.51 |
| instruments | | | |
| business | | | |
| operators | | | |
+---------------+--------------+--------------+--------------+
| Other | 300 | 21,383 | 15.85 |
| corporations | | | |
+---------------+--------------+--------------+--------------+
| Foreign | 308 | 27,589 | 20.45 |
| corporations, | | | |
| etc. | | | |
+---------------+--------------+--------------+--------------+
| Individuals | 60,549 | 76,249 | 56.52 |
| and others | | | |
+---------------+--------------+--------------+--------------+
| Total | 61,228 | 134,918 | 100.00 |
+---------------+--------------+--------------+--------------+
(Note) The figures above do not include 9,375,000 shares in the Company's name
and 2,000 shares constituting less than one unit.
Attachment 2
Summary of the Independent Committee Regulations
·The Independent Committee will be established by resolution of the Company's
Board of Directors.
·The members of the Independent Committee shall be no less than three and shall
be appointed by the Company's Board of Directors from among those persons who
are (i) outside directors of the Company, (ii) outside corporate auditors of the
Company, or (iii) outside experts, who are independent of the Company's
operational management. However, outside experts shall be experienced corporate
managers, former government employees, experts in investment banking, lawyers,
certified accountants or academic experts or equivalent and shall be those who
have concluded separately with the Company an agreement that includes a duty of
care clause and other conditions designated by the Company's Board of Directors.
·The term of office of the members of the Independent Committee shall be until
the date of the subsequent annual general shareholders' meeting. However, this
shall not apply when the Company's Board of Directors has adopted a resolution
stating otherwise. When a member of the Independent Committee who is an outside
director or an outside corporate auditor has ceased to be a director or a
corporate auditor (excluding a case in which the member is reappointed a outside
director or an outside corporate auditor), the term of office as a member of the
Independent Committee shall terminate at the same time.
·The Independent Committee shall make a decision on the matters written in each
Item below and recommend the details of the decision together with the reasons
to the Company's Board of Directors. The Company's Board of Directors shall make
a decisionas a body under the Companies Act of Japan as to whether to implement
the gratis allotment of stock acquisition right or not, assigning maximum value
to the recommendation of the Independent Committee. (However, if a different
decision is made at a general shareholders' meeting to confirm the
implementation of the gratis allotment of stock acquisition right set out in (1)
below, this decision shall be observed). When making this decision, each member
of the Independent Committee and each director of the Company shall be required
to do so from the standpoint of whether it contributes to interests of the
Company or not and shall not make the decision for the purpose of exclusively
looking after their own interests or for the personal gain of the Company's
management.
?Whether the gratis allotment of stock acquisition rights is implemented or not
? The cancellation of the gratis allotment of stock acquisition right, or
the gratis acquisition of stock acquisition right
? Of other matters that should be decided by the Company's Board of
Directors, those which the Company's Board of Directors has submitted to the
Independent Committee for deliberation
·In addition to the matters set forth above, the Independent Committee shall
conduct the following:
?Judgments as to the relevance to the purchase of shares and similar actions as
a subject matter of the Plan
? Decision on the information that the Acquirer and the Company's Board of
Directors should submit to the Independent Committee and its deadline
? Setting and extension of the duration of examination of the Independent
Committee
? Close checking and examination of the details of the purchase of shares
and similar actions by the Acquirer
? Negotiation and discussions with the Acquirer through the Company's Board
of Directors
? Request for submission of an alternative plan and consideration and
presentation of an alternative plan
? Approval of revisions or changes to the Plan
? Other matters that the Independent Committee is required to conduct by the
Plan
? Matters that the Independent Committee is required to conduct separately
by the Company's Board of Directors
·If it deems that the details of the Acquisition Statement are insufficient to
constitute the Essential Information, the Independent Committee shall ask the
Acquirer to submit the Necessary Information additionally. When the Acquirer
submits the Purchase Description and the Necessary Information that it was asked
to submit additionally by the Independent Committee, the Independent Committee
may also ask the Company's Board of Directors to present opinions on the details
of the purchase of shares and similar actions of the Acquirer, materials
providing reasoning thereof, alternative plans (if any) and other information
and materials that the Independent Committee deems necessary as applicable
within a predetermined reasonable period.
·If necessary, the Independent Committee shall negotiate and discuss with the
Acquirer to improve the details of the purchase of shares and similar actions
through the Company's Board of Directors from the standpoint of ensuring and
improving the corporate value of the Company and common interests of the
shareholders and present an alternative plan to the shareholders.
·To gather the necessary information, the Independent Committee may call for the
attendance of directors, corporate auditors and employees of the Company and
other persons when the Independent Committee deems it necessary for those
persons to explain matters identified by the Independent Committee.
·The Independent Committee may receive advice from a third party (including
financial advisors, certified accountants, lawyers, consultants and other
experts) as necessary at the cost of the Company.
·Any member of the Independent Committee may convene a meeting of the
Independent Committee at any time when the purchase of shares and similar
actions are conducted.
·As a general rule, decisions of the Independent Committee shall be made by a
majority of all members, who are required to attend. However, if a member cannot
attend the Independent Committee because of a contingency, a decision may be
made by a majority of the voting rights of a majority of the members, who are
required to attend.
END
Attachment 3
Name and Profile of Candidates for Members of the Independent Committee
Shogo Asaoka
+----------+------+-----------------------------------------+
| Born | 1931 | |
| in | | |
+----------+------+-----------------------------------------+
| April | 1955 | Joined the Ministry of Labor |
| | | |
+----------+------+-----------------------------------------+
| April | 1963 | Registered as a lawyer |
| | | |
+----------+------+-----------------------------------------+
| January | 1972 | President of the Asaoka Shogo Law Firm |
| | | (incumbent) |
+----------+------+-----------------------------------------+
| April | 1980 | Deputy Chairman, Daiichi Tokyo Bar |
| | | Association |
| | | Director, Japan Federation of Bar |
| | | Associations |
+----------+------+-----------------------------------------+
| June | 2001 | Member of Expropriation Commission, |
| | | Tokyo Metropolitan Government |
+----------+------+-----------------------------------------+
| February | 2003 | Outside Corporate Auditor, Tokyo Koki |
| | | Manufacturing Co., Ltd. |
+----------+------+-----------------------------------------+
Fumio Masada
+-----------+------+-----------------------------------------+
| Born | 1936 | |
| in | | |
+-----------+------+-----------------------------------------+
| April | 1959 | Joined Nippon Life Insurance Company |
| | | |
+-----------+------+-----------------------------------------+
| July | 1986 | Director, Nippon Life Insurance Company |
+-----------+------+-----------------------------------------+
| March | 1994 | Vice President and Director, Nippon |
| | | Life Insurance Company |
+-----------+------+-----------------------------------------+
| March | 1997 | President, NLI Research Institute |
+-----------+------+-----------------------------------------+
| September | 2006 | President, Life Underwriting Academy |
| | | (incumbent) |
+-----------+------+-----------------------------------------+
| September | 2006 | Outside Director, Japan Post Bank Co., |
| | | Ltd. (incumbent) |
+-----------+------+-----------------------------------------+
Sunao Kobayashi
+-------+------+-----------------------------------------+
| Born | 1924 | |
| in | | |
+-------+------+-----------------------------------------+
| April | 1948 | Joined National and Local Police Tokyo |
| | | Headquarters |
+-------+------+-----------------------------------------+
| July | 1966 | Chief of Headquarters, Fukui |
| | | Prefectural Police |
+-------+------+-----------------------------------------+
| July | 1970 | Second Section Chief, Criminal Affairs |
| | | Bureau of National Policy Agency |
+-------+------+-----------------------------------------+
| June | 1978 | Director General, Criminal Affairs |
| | | Bureau of National Policy Agency |
+-------+------+-----------------------------------------+
| June | 1979 | Managing Director, Nippon |
| | | Telecommunication Construction Co., |
| | | Ltd. (current Nippon COMSYS |
| | | Corporation) |
+-------+------+-----------------------------------------+
| June | 1985 | Managing Director, Haseko Corporation |
+-------+------+-----------------------------------------+
| June | 1994 | Corporate Auditor, Kubota Corporation |
+-------+------+-----------------------------------------+
Yoshihiro Ogura
+-------+------+-----------------------------------------+
| Born | 1945 | |
| in | | |
+-------+------+-----------------------------------------+
| April | 1973 | Registered as a lawyer |
+-------+------+-----------------------------------------+
| April | 1982 | Established Ogura Tanaka Law Firm |
| | | (current Hibiki Law Firm) (incumbent) |
+-------+------+-----------------------------------------+
| June | 1994 | Outside Corporate Auditor, Tokyo |
| | | Aircraft Instrument Co., Ltd. |
| | | (incumbent) |
+-------+------+-----------------------------------------+
| June | 1996 | Outside Corporate Auditor, Takefuji |
| | | Corporation (incumbent) |
+-------+------+-----------------------------------------+
| June | 2009 | Outside Corporate Auditor, Nippon Steel |
| | | Trading Co., Ltd. (incumbent) |
+-------+------+-----------------------------------------+
| March | 2010 | Independent Officer, Takefuji |
| | | Corporation (incumbent) |
+-------+------+-----------------------------------------+
Click on, or paste the following link into your web browser, to view the
associated PDF
document.
http://www.rns-pdf.londonstockexchange.com/rns/8491L_1-2010-5-13.pdf
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END
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