May 26, 2017
To Whom It May Concern:
Company
Representative::

CodeContact::Phone:

Sumitomo Heavy Industries, Ltd.
Shunsuke Betsukawa
President and Chief Executive Officer
6302
Tsuneyoshi Sato
General Manager, Corporate
Communications Department+81-3-6737-2333

Notice Regarding the Non-Continuation (Termination) of Countermeasures against Large Scale
Acquisition Actions of Company Shares
Approval was first granted to implement countermeasures against large-scale acquisition actions associated withthe shares of Sumitomo Heavy Industries, Ltd. (hereinafter referred to as “SHI” or the “Company”) at the 112stOrdinary General Shareholders Meeting held on June 27, 2008. Subsequently, at the 115th Ordinary GeneralShareholders Meeting held on June 29, 2011 and the 118th Ordinary General Shareholders Meeting held on June 27,
2014, required changes were made to the countermeasures against large-scale acquisition actions associated withthe shares of the Company and the majority of the shareholders approved the continuation of suchcountermeasures (hereinafter referred to as the “Countermeasure Plan”).
The timeframe to execute the Countermeasure Plan expires at the end of the 121st Ordinary General Shareholders
Meeting to be held on June 29, 2017. At a Board of Directors meeting held today, the board members agreed not tocontinue the Countermeasure Plan after the expiry of the current execution time frame.

DETAILS
Since the continuation of the Countermeasure Plan in 2014, the Company has been deliberating over the topic offurther continuation from the perspective of increasing corporate value as well as ensuring income for shareholders.
Various considerations have been taking into account including changes to society and economic conditions, andtrends surrounding recent discussions on anti-takeover measures.
As a result, in the current operating environment, the Company felt that to ensure a stable income for shareholders
and to increase corporate value, the focus had to be on the steady implementation of measures aimed at achieving
the objectives set forth in the Medium Term Management Plan 2019 as well as further improvements andenhancements to corporate governance. Through such actions, SHI will not only be able to ensure sustainablegrowth, but also gain the trust of all stakeholders including shareholders, capital markets and the broader society.
With this in mind, the Company decided that the continuation of the Countermeasure Plan was no longer necessary
and the board members passed a resolution to discontinue such Plan after the expiry of the current implementation
period at a board meeting held today.
Moreover, after the expiry of the current implementation period of the Countermeasure Plan, there may be asituation where an entity or person attempts to take a large-scale acquisition action on the Company’s shares. If
such event occurs, from the standpoint of ensuring corporate value and shareholder income, the Company will
adhere to any relevant laws, and take the necessary steps to allow shareholders to have enough time andinformation to deliberate on the action. Such steps will include the disclosure of necessary and sufficient
information regarding the pros and cons of the large-scale acquisition action to enable shareholders to make anappropriate judgment, and the sharing of the opinions of SHI board members.
END