March 19, 2015
Taiyo Nippon Sanso Corporation
Notice Regarding Abolishment of the Countermeasures Against Largescale Acquisitions of the Company’s Shares (Takeover Defense)
At its 4th Annual Meeting of Shareholders held on June 27, 2008, Taiyo Nippon
Sanso Corporation (hereinafter, “the Company”) decided, after obtaining shareholder
approval, to adopt the “Countermeasures Against Large-scale Acquisitions of theCompany’s Shares” (hereinafter, “takeover defense”) as a measure to prevent theCompany’s decisions on financial and business policies from being controlled bypersons deemed inappropriate in light of “Basic policies regarding the roles ofpersons who control decisions on the Company’s financial and business policies”(hereinafter, “basic policies for control over the Company”) provided in Article 118,
Paragraph 3 of the Ordinance for Enforcement of the Companies Act.
Subsequently, at the 7th Annual Meeting of Shareholders held on June 29, 2011, aftergaining shareholder approval and partially amending the takeover defense, theCompany renewed the takeover defense measures. At the 10th Annual Meeting ofShareholders held on June 27, 2014, the Company again renewed the takeover
defense after obtaining shareholder approval.
The effective period of the takeover defense expires at the conclusion of the annual
meeting of shareholders (the Company’s 13th Annual Meeting of Shareholders
scheduled in June 2017) for the last fiscal year ending within three years after theconclusion of the 10th Annual Meeting of Shareholders. However, at the board ofdirectors meeting held today, the Company decided to abolish the takeover defense.
Details are as follows.
The Company established and renewed the takeover defense as an initiative toimprove the Company’ corporate value and ensure that the common interests of ourshareholders are upheld.
However, on May 13, 2014, the Company executed a master agreement with
Mitsubishi Chemical Holdings Corporation (hereinafter, “MCHC”) to further enhance
the capital alliance between the two companies and their corporate value. Based on
this master agreement, MCHC made a tender offer for the common shares of theCompany and, together with its subsidiaries, now holds a majority of the voting rightof the Company.
1Taking into account this business environment that has recently surrounded the Taiyo
Nippon Sanso Group, as well as the change in the shareholder composition of theCompany, a meeting of the Company’s Board of Directors determined that thepotential of large-scale acquisitions of its shares by persons deemed inappropriate inlight of the basic policies for control over the Company had diminished, and therefore
a resolution was passed at today’s board of directors’ meeting to abolish the takeover
defense.
Based on its Medium-Term Management Plan “Ortus Stage 1,” the Company intends
to accelerate the pace of business growth by concentrating its management resources
to improve profitability in Japan and seek new growth opportunities abroad. At thesame time, by strengthening its corporate governance, the Company seeks to furtherenhance corporate value through the sound and efficient conduct of management on aconsistent basis.
Even after the abolishment of the takeover defense, the Company will continue totake appropriate action within the acceptable limits of the Companies Act and otherrelated laws and regulations including the Financial Instruments and Exchange Act.
Specifically, the Company will continue to request that persons who attempt largescale acquisitions of the Company’s shares provide information necessary andsufficient for shareholders to determine the pros and cons of such acquisitions. It will
also disclose the views expressed at the Company’s Board of Directors’ meeting, andensure that shareholders have time to study the matter.

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