May 23, 2016
To Whom It May Concern,
Company Name:
Name ofRepresentative:
Stock Exchange
Listing:
Contact:

NAGASE & CO., LTD.
Kenji Asakura, Representative
Director and President(First Section of the Tokyo Stock
Exchange, Code 8012)
Akira Takami, General Manager,
Finance Division.
(TEL:03-3665-3028)

Renewal of Policy for Responding to Large-Scale Purchases of the Company
Shares (Anti-Takeover Measures)
At the meeting of the Company’s board of directors held on May 28, 2007, theCompany adopted a resolution regarding the basic policy related to the way a
person is to control the decisions on the Company’s financial and business policies(meaning the basic policy as defined in Article 118, item (iii) of the Ordinance for
Enforcement of the Companies Act; the “Basic Policy”), and with the shareholders’approval obtained at the 92nd Annual Shareholders Meeting of the Company heldon June 27, 2007, the Company introduced the policy for responding to large-scalepurchases of the Company shares (anti-takeover measures). Thereafter, following
the revision in 2010, the policy was revised at the meeting of the Company’s boardof directors held on May 20, 2013, pursuant to the unanimous approval of theCompany’s directors, including outside directors, as announced in the press release
titled “Renewal of Policy for Responding to Large-Scale Purchases of the Company
Shares (Anti-Takeover Measures)” dated May 20, 2013. The revised policy (the“2013 Plan”) was approved by the shareholders at the 98th Annual Shareholders
Meeting of the Company held on June 26, 2013, and came into force.
The effective period of the 2013 Plan was specified to end at the close of the annual
shareholders meeting of the Company to be held in 2016, and will therefore expire
at the close of the 101st Annual Shareholders Meeting of the Company to be heldon June 29, 2016 (the “Annual Shareholders Meeting”).
The Company hereby announces as follows: before the expiry of the effective periodof the 2013 Plan, at the meeting of the Company’s board of directors held on May
23, 2016, pursuant to the unanimous approval of the Company’s directors,
including outside directors, subject to the shareholders’ approval at the Annual
Shareholders Meeting, the Company has adopted a resolution to partially revise the2013 Plan and to renew the policy for responding to Large-Scale Purchases (asdefined in II.3. below; a person who conducts a Large-Scale Purchase shall behereinafter referred to as a “Large-Scale Purchaser”) of the Company shares (antitakeover measures), as measures to prevent decisions on the Company’s financial
and business policies from being controlled by an inappropriate person in light of
the Basic Policy (Article 118, item (iii)(b)(2) of the Ordinance for Enforcement of theCompanies Act), for the purposes of protecting and enhancing the Company’s
corporate value and the common interests of its shareholders (the policy after such
renewal shall be hereinafter referred to as the “Plan”).

-1-The main changes from the 2013 Plan are as follows:●

The upper limit of the Necessary Information Provision Period (as defined inII.5. below) has been set at 60 days, as a general rule.

●

Other necessary changes have been made.

The replacement with the Plan has also been supported by all of the Company’s
four auditors, including two outside auditors, subject to the proper management of
the Plan in practice.
If any revision is made to the Companies Act, the Financial Instruments andExchange Act, or the relevant rules, cabinet orders, cabinet office ordinances, or
ministerial ordinances, etc. (collectively, the “Laws and Regulations”) (including achange to a name of a law or regulation, or establishment of new Laws andRegulations taking the place of the former Laws and Regulations), and such revision
comes into force, then each provision of the Laws and Regulations cited in the Plan
shall be read as the corresponding provision of the Laws and Regulations after such
revision effectively taking the place of the provision of the former Laws andRegulations, unless otherwise specified by the Company’s board of directors.
I.

Basic Policy

1.

Source of the Company’s Corporate Value

Since its foundation as a dyestuff wholesale merchant in Kyoto in 1832, theCompany has contributed to the development of industries in Japan, particularly,
the chemical industry, and has achieved growth, by introducing foreign advanced
chemical technologies, information, and products to Japan, and the Company has
established itself as a trading company in technologies and information.
Today, the Company has more than 100 group companies and bases in Japan andoverseas in a wide range of business areas, such as functional materials, advanced
materials & processing, electronics, automotive & energy, and life & healthcare,based on chemistry. The Company has encouraged global business expansion, notlimited within Japan.
In addition, the Company is making efforts to build new business models byorganically combining a wide variety of businesses as a trading company with its
research and development functions, and its manufacturing and processing
functions fostered over a long period, and to be a unique company not only having
the functions of both a trading company and a manufacturer, but also using thesynergy to the maximum extent, and to respond to customers’ needs at a high level.
Thus, the Company considers it the source of the Company’s corporate value tohave new “functions” based on chemistry, to provide “services” derived from these“functions” around the world, and to continue creating high value-added
businesses to solve customers’ issues.
2.

Basic Policy

The Company, as a listed company, believes that its shareholders are determinedthrough the free trading of shares, as a general rule, and that whether to accept a
proposal for a Large-Scale Purchase involving a change to its corporate control as a--2-

stock company is also a matter to be ultimately determined based on individual
shareholders’ intentions. From such perspective, the Company considers itself
bound to its duty to strive for the improvement of its corporate value, and theCompany does not believe that it itself should select who will control the decisions
on the Company’s financial and business policies at its own discretion.
However, it is also considered that in markets, the value of the Company, whichmakes faithful efforts to improve its corporate value, may not be fairly evaluated insome cases. Large-Scale Purchases of shares may include those that use theopportunity to seek only short-term profits given the purposes, etc., and cause
damage to the Company’s corporate value and the common interests of its
shareholders.
The Company considers that a person who conducts such a Large-Scale Purchaseas may cause damage to the Company’s corporate value and the common interestsof its shareholders is not appropriate as a person who controls the decisions of theCompany’s financial and business policies.
3.

Measures that Contribute to Carrying out the Basic Policy

In order to carry out the Basic Policy discussed above, the Company has adopted aLong-Term Management Policy looking ahead to 2032, when the Company willcommemorate 200 years since its foundation, and the ACE-2020 Mid-Term
Management Plan covering five years starting in April 2016, while working toincrease our corporate value. The essentials of the Long-Term Management Policy
involve challenges for growth and reinforce the management platform for growth.
By investing management resources in priority fields and shifting away frombusiness that is reliant on Japan, the Company will take on the challenge to growwith the aim of achieving dramatic growth that cannot be achieved only byextending its existing business, and will reinforce the management foundations that
support growth with the aim of building foundations that can contribute to the
expansion and globalization of business for the purpose of leading the challenge togrow to a successful conclusion. In order to achieve the objectives of the LongTerm Management Policy, the Company has divided the 17-year period from the2016 fiscal year into three stages, with the five years from fiscal 2016 to 2020 asStage 1, positioned as a period of reform, and launched the ACE-2020 Mid-Term
Management Plan (“ACE” stands for Accountability, Commitment, and Efficiency).
Under the ACE-2020 Mid-Term Management Plan, we will shift from tradingcompany oriented thinking to viewing a trading-company as one group function;
make maximum use of manufacturing, research, overseas networks, logistics, andinvestment; and strive to work together as a unified group to create and provide
new value to the world. The essentials of the ACE-2020 Mid-Term Management
Plan are two reforms comprised of reform of the profit structure and reform of thecorporate culture. The prioritized measures for reforming the profit structure will
be to optimize the portfolio and expand and strengthen revenue base. The
prioritized measures for reforming the corporate culture will be to comprehensively
develop mindsets and strengthen management platform. Growth investment as ameans of increasing earnings will be set at 100 billion yen, and funds exceeding
cash flows from business activities will be procured primarily through interestbearing bonds, while increased efficiency in the use of operating capital andreplacement of assets will support a stronger financial foundation and stabledividends over the long term.
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As discussed above, we will elevate management efficiency and transparency whilebuilding harmonious relationships with shareholders, customers, trading partners,
employees, regional communities, and other stakeholders in order to move toward
an improvement of our corporate value.
II.

The Plan1.

Purpose of Replacement with the Plan

The Company, as a listed company, believes that the Company shares should beallowed to be freely traded, as a general rule, and the Company will not completely
rule out even a Large-Scale Purchase made without approval of the Company’sboard of directors (a so-called “hostile takeover”). In addition, the Company
understands that whether to accept a purchase of the Company shares involving achange to its corporate control is also a matter to be determined by individual
shareholders, and the Company does not believe that it itself should select a party
who will control the Company’s decisions on its financial and business policies.
However, there are no small number of Large-Scale Purchases of shares that do notserve the Company’s corporate value and the common interests of its shareholders;for example, there are those in which the conditions offered by the relevant LargeScale Purchaser do not fairly reflect the Company’s intrinsic value and those that
may impede the Company’s efforts to ensure smooth relationships with its
shareholders, customers, business partners, employees, local communities, andother stakeholders on a mid-to-long-term basis; in addition, there are even those
that, given their purposes, etc., would cause obvious damage to the Company’s
corporate value and the common interests of its shareholders, those that may
virtually force the Company’s shareholders to sell its shares, and those that do notprovide sufficient time or information for the Company’s board of directors andshareholders to consider the details of the relevant Large-Scale Purchase or for theCompany’s board of directors to propose a substitute plan.
Under such circumstances, when the Company receives an offer for a Large-Scale
Purchase from an outside purchaser, the Company needs to evaluate the impact of
the Large-Scale Purchase on the Company group’s corporate value and the common
interests of its shareholders by appropriately understanding various elements, suchas the Company group’s tangible and intangible management resources, thepotential effects of long-term measures, and other elements constituting theCompany group’s corporate value, in addition to the matters mentioned above.
In the context of the above, the Company’s board of directors has determined that it
is essential to build a framework to control Large-Scale Purchases so that, when aperson who attempts to make a Large-Scale Purchase appears, the Company iscapable of securing information and time for individual shareholders to make adecision on whether to accept the Large-Scale Purchase and for the Company’sboard of directors to present a substitute plan to the shareholders, and eliminating
Large-Scale Purchases not serving the Company group’s corporate value or thecommon interests of its shareholders by being allowed to negotiate on behalf of theshareholders. Accordingly, the Company’s board of directors has determined toreplace the 2013 Plan with the Plan as an approach to prevent inappropriate
parties, in light of the Basic Policy mentioned above, from controlling theCompany’s decisions on its financial and business policies.
--4-At present, however, the Company has not received any notice or offer for LargeScale Purchase from any particular third party.
The status of the Company’s major shareholders as of March 31, 2016 is as set
forth in Exhibit 1.
2.

Outline of the Plan

For the purpose of protecting and enhancing the Company’s corporate value andthe common interests of its shareholders, the Plan provides for the procedures for
the Company, when a Large-Scale Purchase is made, to request that the LargeScale Purchaser provide information regarding the Large-Scale Purchase in advanceand to set a period for collecting and reviewing information regarding the purchase,and thereafter to present its management’s plan or a substitute plan to its
shareholders and to negotiate with the Large-Scale Purchaser.
Where the procedures are not complied with, the Company may take thecountermeasure set forth in “Specific Details of the Countermeasure” in II.10. below(allotment of share options without contribution). Implementing thecountermeasure may eventually create some detriments, including economic loss,
to any Large-Scale Purchaser who has failed to comply with the procedures. On
the other hand, where the procedures are complied with, the Company will not takethe countermeasure, as a general rule; however, as mentioned in “Handling Where
Large-Scale Purchase Is Deemed to Be Contrary to Protection and Enhancement of
the Company’s Corporate Value and the Common Interests of Shareholders” in
II.9.(2)B. below, if a Large-Scale Purchase is found to be contrary to the protectionand enhancement of the Company’s corporate value and the common interests of
its shareholders, the Company may take the countermeasure set forth in “Specific
Details of the Countermeasure” in II.10. below (allotment of share options without
contribution).
The specific details of the Plan are as set forth in and after 3.
3.

Definition of Large-Scale Purchase Triggering the Countermeasure

The countermeasure under the Plan may be implemented if an action that falls, or
could fall, under either of the following (i) or (ii) (excluding actions approved inadvance by the Company’s board of directors) (collectively, “Large-Scale Purchases”)
occurs or is likely to occur:(i)purchase or other acquisition of share certificates, etc. (Note 1) issued by theCompany which results in the relevant Large-Scale Purchaser’s ownership
ratio of share certificates, etc. (Note 2) being 20% or more;(ii)purchase or other acquisition of share certificates, etc. (Note 3) issued by theCompany which results in the sum of the relevant Large-Scale Purchaser’sownership ratio of share certificates, etc. (Note 4) and its specially-related
party’s (Note 5) ownership ratio of share certificates, etc. being 20% or more.

(Note 1)-This refers to “share certificates, etc.” as defined in Article 27-23,
paragraph (1) of the Financial Instruments and Exchange Act. The
same shall apply hereinafter unless otherwise specified.

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(Note 2)

This refers to “ownership ratio of share certificates, etc.” as defined in
Article 27-23, paragraph (4) of the Financial Instruments andExchange Act. The same shall apply hereinafter. For the purpose of
calculating such ownership ratio of share certificates, etc., (i) a
specially-related party as defined in Article 27-2, paragraph (7) of said
Act shall be deemed to be a joint holder (meaning a joint holder as
defined in Article 27-23, paragraph (5) of the Financial Instruments
and Exchange Act and including a person who is deemed to be a joint
holder based on paragraph (6) of said Article; hereinafter the same
shall apply) of the Large-Scale Purchaser. Additionally, for the
purpose of calculating such ownership ratio of share certificates, etc.,
the most recent information publicly announced by the Company may
be used in respect of the total number of the Company’s issued
shares.

(Note 3)This refers to “share certificates, etc.” as defined in Article 27-2,
paragraph (1) of the Financial Instruments and Exchange Act. The
same shall apply in this item (ii).

(Note4)This refers to “ownership ratio of share certificates, etc.” as defined in
Article 27-2, paragraph (8) of the Financial Instruments and ExchangeAct. The same shall apply hereinafter. For the purpose of thecalculating such ownership ratio of share certificates, etc., the mostrecent information publicly announced by the Company may be usedin respect of the total number of the Company’s voting rights.

(Note 5)This refers to a “specially-related party” as defined in Article 27-2,
paragraph (7) of the Financial Instruments and Exchange Act;however, regarding the person set forth in item (i) of said paragraph,the person set forth in Article 3, paragraph (2) of the Cabinet Office
Ordinance on Disclosure Required for Tender Offer for Shares
Certificates, etc. by Person Other than Issuer shall be excluded. A
joint holder of a Large-Scale Purchaser shall be deemed to be a
specially-related party of the Large-Scale Purchaser. The same shallapply hereinafter unless otherwise specified.

4.

Submission of Letter of Intention

If a Large-Scale Purchaser intends to make a Large-Scale Purchase, the Large-Scale
Purchaser is required to first submit to the Company’s representative director andpresident a document evidencing its undertaking that the Large-Scale Purchaser
will comply with the procedures set forth in the Plan (the “Large-Scale Purchase
Rules”) (this document shall be hereinafter referred to as a “Letter of Intention”).
The Letter of Intention is required to clearly contain the Large-Scale Purchaser’s
name, address, the governing law of its incorporation, its representative’s name, its
contact information in Japan, the number of the Company’s share certificates, etc.
currently held by the Large-Scale Purchaser, the status of transactions for theCompany shares by the Large-Scale Purchaser for a 60-day period before thesubmission of the Letter of Intention, and an outline of the offered Large-Scale
Purchase. Only Japanese shall be used in the Letter of Intention.
When a Letter of Intention is submitted by a Large-Scale Purchaser, the Company
will, in accordance with the applicable Laws and Regulations as well as the--6-regulations of financial instruments exchanges, disclose such matters as the boardof directors or the independent committee finds appropriate.
5.

Request for Information from Large-Scale Purchasers

Within five business days (the first day of the period shall not be included for the
purposes of the calculation) from the Company’s receipt of the Letter of Intention
mentioned in 4. above, the board of directors shall deliver to the Large-Scale
Purchaser a list of information to be provided to the Company’s representative
director and president (“Large-Scale Purchase Information”) in order for theshareholders to make a decision and for the board of directors to form an opinion,
and the Large-Scale Purchaser shall promptly provide the information specified in
the list.
If the board of directors deems that the information initially provided is insufficientas Large-Scale Purchase Information, it may request at any time that the LargeScale Purchaser provide sufficient Large-Scale Purchase Information, after setting areasonable period for submission (up to 60 days (the first day of the period shall not
be included for the purposes of the calculation) from the day on which the Company
requests that the Large-Scale Purchaser provide additional information; the“Necessary Information Provision Period”). However, the specific details of LargeScale Purchase Information may vary depending on the details and scale of therelevant Large-Scale Purchase; therefore, if the Company’s board of directors deems
that the information provided by the expiry of the Necessary Information Provision
Period is insufficient in view of the details and scale of the relevant Large-Scale
Purchase as well as the specific status of provision of Large-Scale Purchase
Information, then it may extend the Necessary Information Provision Period by up
to 30 days based on a recommendation of the independent committee. In suchcases, the Company’s board of directors shall respect the independent committee’s
opinions to the highest degree.
On the other hand, when the Company’s board of directors deems that sufficient
Large-Scale Purchase Information has been provided, even before the expiry of theNecessary Information Provision Period, it shall immediately end the Necessary
Information Provision Period and commence the Board of Directors Evaluation
Period.
When the board of directors deems that the provision of Large-Scale Purchase
Information has been completed, the Company will make timely and appropriate
disclosure to that effect in accordance with the applicable Laws and Regulations aswell as the regulations of financial instruments exchanges.
The items constituting Large-Scale Purchase Information are as follows. LargeScale Purchase Information shall be provided only in Japanese.
A)-

An outline of the Large-Scale Purchaser and its group companies (including
the Large-Scale Purchaser’s major shareholders or investors and important
subsidiaries and affiliates; hereinafter the same shall apply) (such outline
shall include the Large-Scale Purchaser’s and its group companies’ specificnames, business details, capital structures, financial details, information
regarding experience in business similar to that of the Company and theCompany group, records of violations of law in the past 10 years, and theirofficers’ names, career summaries, and records of previous violations of law);
-7-

B)

The purpose, method, and details of the Large-Scale Purchase (including thenumber of shares to be purchased, the type and amount of the consideration
for the Large-Scale Purchase, the timing of the Large-Scale Purchase, thestructure of the transactions related to the Large-Scale Purchase (including
existence of a plan to squeeze out minority shareholders and the specificmethod thereof), views regarding the feasibility (if the Large-Scale Purchase issubject to certain conditions, the details of such conditions) and legality of
the Large-Scale Purchase and the related transactions, a statement of thelikelihood (if any) of, and the reasons for, the delisting of the Company’s
shares after the Large-Scale Purchase);

C)

Whether there were communications of intention (including communicationsof intention regarding making any material proposal as defined in Article 2726, paragraph (1) of the Financial Instruments and Exchange Act (“Material
Proposal”) to the Company) with a third party in connection with the LargeScale Purchase and, if such communications of intention were made, thedetails thereof;

D)

Information regarding the entity calculating the consideration for thepurchase, the basis of the calculation (including the amount of synergy andnegative synergy expected to arise as a result of a series of transactions
related to the Large-Scale Purchase and the calculation basis thereof), andfinancial support for the purchase (including the specific names of therelevant financing providers (including substantial providers), financing
methods, the existence and details of conditions of financing, existence anddetails of collateral or covenants after financing, and details of the relatedtransactions);

E)

Expected management policy, business plan, dividend policy, financial
policy, capital policy, asset utilization, etc. of the Company and the Company
group after the completion of the Large-Scale Purchase (if there is any plan tomake a Material Proposal to the Company, including the specific details
thereof);F)

Policies for how the employees, business partners, customers, and otherinterested parties will be situated and treated after the purchase;G)

Measures for avoiding conflicts of interest with minority shareholders after
the purchase;H)

Whether there is any association with any antisocial forces or terrorist
organizations (whether directly or indirectly) (and if there is any association,
the details of the association); andI)

Other such information as the board of directors, the independent
committee, etc. reasonably finds necessary.

If the board of directors finds it necessary for the shareholders to make a decision,
it shall disclose, in whole or in part, the fact that a Large-Scale Purchase has beenoffered and the Large-Scale Purchase Information provided to the directors at suchtime as the board of directors finds appropriate.
In addition, the independent committee may, as necessary, request that the boardof directors provide the information provided by the Large-Scale Purchaser, and the--8-board of directors shall provide the information provided by the Large-Scale
Purchaser to the independent committee in response thereto.
If the board of directors deems that a material change has been made to the LargeScale Purchase Information by the Large-Scale Purchaser after the Company
discloses its determination that the provision of the Large-Scale Purchase
Information has been completed, the procedures based on the Plan that have been
carried out in respect of the Large-Scale Purchase based on the previous LargeScale Purchase Information (the “Pre-Change Large-Scale Purchase”) shall becancelled, the Large-Scale Purchase based on Large-Scale Purchase Information
after such change shall be treated as a different Large-Scale Purchase from the PreChange Large-Scale Purchase, and the procedures based on the Plan shall beapplied again, by making timely and appropriate disclosure of the fact of thechange, the reason, and other information found to be appropriate in accordancewith the applicable Laws and Regulations as well as the regulations of financial
instruments exchanges.
6.

Setting of the Board of Directors Evaluation Period

The board of directors believes that it should be given a 60-day period (in the caseof purchasing all shares through a tender offer in which the consideration is only
cash in yen; the first day of the period shall not be included for the purposes of thecalculation) or a 90-day period (in the case of a Large-Scale Purchase other thanthose mentioned above; the first day of the period shall not be included for the
purposes of the calculation) to evaluate, consider, negotiate, form an opinion, anddevelop a substitute plan (the “Board of Directors Evaluation Period”), after theprovision of Large-Scale Purchase Information is completed, depending on the
degree of difficulty of evaluation of the relevant Large-Scale Purchase. During theBoard of Directors Evaluation Period, the board of directors will fully evaluate andreview the provided Large-Scale Purchase Information with the advice of outside
auditors and outside experts, will advisedly form an opinion as the board of
directors, and will publicly announce such opinion. If the board of directors finds
it necessary, it may negotiate with the relevant Large-Scale Purchaser to improvethe conditions for the relevant Large-Scale Purchase, and may present a substituteplan to the shareholders as the board of directors. Any Large-Scale Purchase shallbe implemented only after such Board of Directors Evaluation Period has elapsed.
If there is any unavoidable reason for the board of directors’ failure to pass a
resolution to implement or not to implement the countermeasure during the Boardof Directors Evaluation Period; for example, where the independent committee fails
to make any recommendation as mentioned in 7. below during the Board of
Directors Evaluation Period, the board of directors may extend the Board of
Directors Evaluation Period by up to 30 days (the first day of the period shall not be
included for the purposes of the calculation) to the extent necessary, based on arecommendation of the independent committee. If the board of directors passes a
resolution to extend the Board of Directors Evaluation Period, the Company will
make timely and appropriate disclosure of the specific period resolved and thereason why such specific period is necessary, in accordance with the applicable
Laws and Regulations as well as the regulations of financial instruments
exchanges.

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7.

Establishment of Independent Committee

In order to ensure the objectivity and reasonableness of the manner of carrying out
a series of procedures based on the Large-Scale Purchase Rules, including those formaking a decision to implement or not to implement the countermeasure, and inorder to ensure the objectivity and reasonableness of a decision made where theLarge-Scale Purchase Rules are complied with and any measures found to beappropriate to protect the common interests of the shareholders are taken, theCompany shall establish an independent committee as an organization independent
from the board of directors. The independent committee shall consist of at least
three and a maximum of five members, and the members shall be appointed by theboard of directors from among outside lawyers, certified public accountants,
certified public tax accountants, academic experts, and outside corporate
managers, and outside directors and outside auditors falling under any of theabove. At the meeting of the board of directors held today, the appointment of thethree persons set forth in Exhibit 2 as members was resolved, subject to theshareholders’ approval for the Plan at the Annual Shareholders Meeting. The
career summaries of the three persons mentioned above are as set forth in Exhibit
2.
Specifically, when a Large-Scale Purchase does not comply with the Large-Scale
Purchase Rules, or a Large-Scale Purchase is found to be obviously contrary to theprotection and enhancement of the Company’s corporate value and the common
interests of the shareholders, and when the board of directors makes a decision onwhether to implement the countermeasure, the independent committee will makerecommendations, in response to the board of directors’ inquiries, as to whether thecountermeasure is possible to be implemented, and whether it is necessary toconfirm the shareholders’ intention regarding the implementation of thecountermeasure. In addition, the independent committee will provide advice in
response to the board of directors’ inquiries when the board of directors makes adecision on whether information provided by the Large-Scale Purchaser is adequate
or inadequate.
The independent committee may, at the Company’s expense, obtain advice fromindependent third parties (including financial advisers, certified public accountants,
lawyers, certified public tax accountants, consultants, and other experts).
8.

Resolution by the Board of Directors, Holding of Shareholders Meeting

The board of directors shall, with the highest degree of respect for the independent
committee’s recommendations, adopt a resolution to implement, not to implement,
or cancel the countermeasure, or any other necessary resolution.
In addition, if the board of directors finds it necessary to confirm the shareholders’intention regarding implementation of the countermeasure, it may also submit a
proposal to the shareholders meeting. In such case, the board of directors shallpromptly call the shareholders meeting so that a shareholders meeting can be held
as soon as practicable.
If a proposal to implement the countermeasure is passed at the shareholders
meeting, the board of directors shall perform necessary procedures in accordancewith the shareholders meeting’s decision (if a resolution to the effect that theauthority to make a decision on the matters regarding implementation of thecountermeasure is delegated to the board of directors is adopted at the-- 10 -

shareholders meeting, the board of directors shall adopt a resolution to implement
the countermeasure).
On the other hand, if a proposal to implement the countermeasure is rejected at theshareholders meeting, the board of directors shall adopt a resolution not to
implement the countermeasure.
If the board of directors adopts a resolution to implement, not to implement, or
cancel the countermeasure, or any other necessary resolution, or adopts a
resolution to call a shareholders meeting as mentioned above, the board of directors
will immediately disclose the outline of the resolution and other information foundto be appropriate to the shareholders in accordance with the applicable Laws andRegulations and the regulations of financial instruments exchanges.
9.

Policy for Responding to Large-Scale Purchases(1)

Where the Large-Scale Purchase Rules Are Not Complied with

If a Large-Scale Purchaser fails to comply with the Large-Scale Purchase Rules, theboard of directors may resist the Large-Scale Purchase only due to such violation bytaking the countermeasure set forth in “Specific Details of the Countermeasure” inII.10. below (allotment of share options without contribution) for the purpose ofprotecting the Company’s corporate value and the common interests of theshareholders.
Implementing the countermeasure may eventually create some detriments,
including dilution of economic value of shares or other economic loss, decrease in
the percentage of voting rights, and disadvantages in exercising voting rights, to any
Large-Scale Purchaser who has failed to comply with the Large-Scale Purchase
Rules.
Therefore, the Large-Scale Purchase Rules aim to call Large-Scale Purchasers’attention in advance so that they will not commence any Large-Scale Purchasewithout reference to these rules.
In addition, it is noted that a Large-Scale Purchaser using the tender offer systems
is required to take certain designated measures in advance in accordance with therelevant laws and regulations; for example, such Large-Scale Purchaser is required
to take measures allowing it to withdraw the tender offer where the countermeasureis implemented, in order not to suffer any unexpected loss.
(2)

Where the Large-Scale Purchase Rules Are Complied withA.

General Handling

Where the relevant Large-Scale Purchaser complies with the Large-Scale
Purchase Rules, even if the board of directors has a contrary intention
regarding such Large-Scale Purchase, the board of directors will be limited toattempting to persuade the shareholders by expressing a contrary opinion
regarding the offered purchase, or by presenting a substitute plan, and will
not implement any countermeasure against such Large-Scale Purchase, as a
general rule. Individual shareholders will be required to make a decision onwhether to accept the purchase offered by the Large-Scale Purchaser with-- 11 -

due consideration of the offered purchase and the opinion, substitute plan,etc. regarding the offered purchase presented by the Company.
B.

Handling Where Large-Scale Purchase Is Deemed to Be Contrary toProtection and Enhancement of the Company’s Corporate Value andthe Common Interests of Shareholders

Even where the Large-Scale Purchase Rules are complied with, however, if
the relevant Large-Scale Purchase is found to be obviously contrary to theprotection and enhancement of the Company’s corporate value and thecommon interests of the shareholders, the board of directors or theshareholders meeting, as the case may be, may resist the Large-Scale
Purchase by taking the countermeasure set forth in “Specific Details of theCountermeasure” in II.10. below (allotment of share options without
contribution) at such time as it finds appropriate.
Specifically, if the relevant Large-Scale Purchase is found to fall under any ofcases (i) through (ix) below, the Large-Scale Purchase will be deemed to be
obviously contrary to the protection and enhancement of the Company’s
corporate value and the common interests of its shareholders:-(i)

Where the Large-Scale Purchaser is found not to have a bona fide
intention of participating in the management of the Company, but tobe acquiring the Company shares for the purpose of making parties
related to the Company buy back the shares at an inflated share price(a so-called “green mailer”);(ii)

Where the Large-Scale Purchaser is found to be acquiring theCompany shares for the purpose of temporarily controlling themanagement of the Company and thereby causing it to transfer to theLarge-Scale Purchaser or its group companies, intellectual property,
know-how, trade secrets, or major business partners and customers
which are essential to the Company group’s business operation;(iii)

Where the Large-Scale Purchaser is found to be acquiring theCompany shares with the intention of inappropriately utilizing theCompany group’s assets as collateral or funds for repayment of theobligations of the Large-Scale Purchaser or its group companies after
taking control over the management of the Company;(iv)

Where the Large-Scale Purchaser is found to be acquiring theCompany shares for the purpose of temporarily controlling themanagement of the Company and thereby causing it to sell, orotherwise dispose of, its real properties, securities, or other highpriced assets which are irrelevant to the Company group’s business forthe time being, and to then distribute high dividends temporarily withthe gains from such disposition or selling of the shares at a high price,seizing the opportunity of a sharp rise of the share price due totemporary high dividend payments;(v)

Where the conditions for acquisition (including, but not limited to, thetype of the consideration for the purchase, price and the calculationbasis, content, timing, method, potential illegality, feasibility, etc.) of
the Company’s share certificates, etc. proposed by the Large-Scale- 12 -

Purchaser are found to be substantially inadequate or inappropriate inlight of the Company’s corporate value with reasonable grounds;(vi)

Where the purchase method of the Company shares proposed by theLarge-Scale Purchaser is found to be such a method that theshareholders’ opportunity for assessment or freedom of choice may be
restricted, or that may virtually force the shareholders to sell the
Company shares, as exemplified by an oppressive two-tiered
acquisition (meaning a purchase method of shares in a manner thatthe terms for the second-stage purchase are set moredisadvantageously or are unclear in the event all of the Company
shares are not solicited for purchase in the first-stage of purchase);(vii)

Where it is found that as a result of the Large-Scale Purchase, theprotection and enhancement of the Company’s corporate value may besubstantially impeded with reasonable grounds; for example, where
the Large-Scale Purchaser’s acquisition of control is expected to causematerial damage to the Company’s corporate value, including theinterests of its shareholders, customers, business partners,
employees, and other stakeholders of the Company;(viii)

Where the Large-Scale Purchaser is found to be inappropriate as acontrolling shareholder of the Company from a perspective of public
policy; for example, where the Large-Scale Purchaser’s management
members or major shareholders include a person who has arelationship with an antisocial force; or(ix)

In other cases equivalent to any of (i) through (viii) above, and where
the Large-Scale Purchase is found to be contrary to the protection andenhancement of the Company’s corporate value and the common
interests of its shareholders.

When considering and making a decision on whether the relevant LargeScale Purchase is found to be contrary to the protection and enhancement of
the Company’s corporate value and the common interests of its shareholders,the board of directors will consider the specific details of the Large-Scale
Purchaser and the Large-Scale Purchase (purpose, method, subject, type of
consideration for acquisition, price, etc.) and the impact of the Large-Scale
Purchase on the corporate value and the common interests of theshareholders based on information provided by the Large-Scale Purchaser,
including the management policies, etc. after the purchase. In order toensure the objectivity and reasonableness of such decision, the board of
directors will make inquiries to, and receive recommendations from, theindependent committee as to whether the relevant Large-Scale Purchase isfound to be contrary to the protection and enhancement of the Company’s
corporate value and the common interests of its shareholders at such time as
the board of directors finds appropriate.
10.

Specific Details of the Countermeasure

The countermeasure to be implemented by the Company against a Large-Scale
Purchase based on the Plan shall be an allotment of share options without
contribution. The outline of such allotment of share options without contribution(the share options to be issued shall be hereinafter referred to as the “Share-- 13 -

Options”) to be implemented as a countermeasure against a Large-Scale Purchaseis as set forth in Exhibit 3. Where an allotment of the Share Options without
contribution is actually implemented, the exercise period, conditions for exercise,provisions for acquisition, etc. may be provided for by taking into consideration
their effectiveness and reasonableness as a countermeasure against the Large-Scale
Purchase, including: (i) a condition to exercise to the effect that a certain LargeScale Purchaser specified by the board of directors pursuant to the designatedprocedures or its joint holder or specially-related party, or a person who the boardof directors finds to be a person who is substantially controlled by these persons or
who acts together with these persons shall not be allowed to exercise the rights, or(ii) a provision for acquisition to the effect that when the Company acquires a partof the Share Options, the Company may only acquire the Share Options owned by
the Share Options holders other than a certain Large-Scale Purchaser specified by
the board of directors pursuant to the designated procedures and its joint holder
and specially-related party, and a person who the board of directors finds to be a
person who is substantially controlled by these persons or who acts together withthese persons.
III.

Effective Period and Continuation, Abolishment, and Amendment of thePlan

With regard to the Plan, the Company intends to submit a proposal at the Annual
Shareholders Meeting, and to have the proposal be approved by the shareholders.
If the shareholders approve it, the effective period of the Plan shall end at the closeof the Company’s annual shareholders meeting to be held in 2019.
However, even before the expiry of the effective period, if (i) a proposal for
abolishment of the Plan is approved at a shareholders meeting, or (ii) a resolution toabolish the Plan is adopted at a meeting of the board of directors, the Plan shall beabolished at the time. Therefore, the Plan may be abolished at any time inaccordance with the shareholders’ intention.
In addition, since the term of office of a director of the Company is set at one year,
the issue of whether to continue, abolish, or change the Plan will be considered anddiscussed at the meeting of the board of directors to be first held after the close of
the annual shareholders meeting of this year or thereafter.
For the purposes of protecting and enhancing the corporate value and the common
interests of its shareholders, the Company may also review the Plan as necessary orchange the Plan, to the extent that it is considered not to be contrary to theintentions of the shareholders approving the Plan, at a meeting of the board of
directors other than the meeting of the board of directors to be first held after theclose of the annual shareholders meeting. If the board of directors makes any
material changes beyond minor changes due to changes in laws, etc., such changes
will be submitted, as agenda items, to the annual shareholders meeting to be first
held after such changes, and will be subject to the shareholders’ approval.
If a resolution to abolish or change the Plan is adopted, the Company will promptly
disclose to the shareholders all information that the board of directors or the
independent committee considers appropriate, in accordance with the applicable
Laws and Regulations as well as the regulations of financial instruments
exchanges.

-- 14 -

IV.

Reasonableness of the Plan

The Plan meets the three principles as stipulated in the “Guidelines Regarding
Takeover Defense for the Purposes of Protection and Enhancement of Corporate
Value and Shareholders’ Common Interests” released by the Ministry of Economy,
Trade and Industry and the Ministry of Justice on May 27, 2005 ((i) the principle ofprotecting and enhancing corporate value and shareholders’ common interests, (ii)the principle of prior disclosure and shareholders’ will, and (iii) the principle of
ensuring necessity and reasonableness) as follows, and the Plan fully adheres to thecontent of the “Takeover Defense Measures in Light of Recent Environmental
Changes” released on June 30, 2008, by the Corporate Value Study Groupestablished within the Ministry of Economy, Trade and Industry, and “Principle 1.5
Anti-Takeover Measures” of “Japan’s Corporate Governance Code [Final Proposal]”
released on March 5, 2015, by the Tokyo Stock Exchange; and thus the Plan ishighly reasonable.
(i)Replacement with the Plan for the Purpose of Protecting and Enhancing theCompany’s Corporate Value and the Common Interests of Shareholders
The Plan provides for the procedures for the relevant Large-Scale Purchaser,when a Large-Scale Purchase is made, to provide information regarding theLarge-Scale Purchase in advance, and for the Company to set a period forcollecting and reviewing information regarding such purchase, and thereafter
to present its management’s plan or a substitute plan to the shareholders,
and to negotiate with the Large-Scale Purchaser. Thus, it is intended toreplace the 2013 Plan with the Plan for the purpose of protecting andenhancing the corporate value and the common interests of theshareholders.

(ii)

Reliance on Reasonable Intention of Shareholders
Because the shareholders’ intention will be confirmed at the Annual
Shareholders Meeting, the Plan relies upon the shareholders’ reasonable
intention and is designed to reflect the shareholders’ intention regarding thecontinuance of the takeover defense measures.

(iii)

Emphasis on Highly Independent Outsiders’ Decisions
In connection with the execution of the Plan, the Company has established
an independent committee as an advisory organization to eliminate any
arbitrary decision by the board of directors and to make a substantive andobjective decision on behalf of the shareholders with regard to implementing
the countermeasure.
It is provided that the board of directors’ decisions under the Plan shall be
required to pay the highest degree of respect to recommendations made by
the independent committee which is an organization independent from theboard of directors; therefore, it can be said that the Plan has secured amechanism to prevent the countermeasure from being arbitrarily
implemented by the board of directors.
In addition, it is provided that the independent committee shall consist of atleast three and a maximum of five members, and that in order to allow fairand neutral decisions to be made, the members shall be appointed by the-- 15 -

board of directors from among outside lawyers, certified public accountants,
certified public tax accountants, academic experts, and outside corporate
managers who are independent from the Company’s management members
executing its business and who have no special interest in the Company or
its management members, and outside directors and outside auditors fallingunder any of the above.
(iv)

Obtaining Outside Experts’ Opinion
In implementing the countermeasure, the board of directors of the Company
will conduct deliberations with advice from outside professional advisors asneeded. Through such process, objectivity and reasonableness will beensured with regard to decisions of the board of directors of the Company.

(v)

Establishment of Reasonable and Objective Requirements for Implementationof the Countermeasure
As stated in II.9.(1) “Where the Large-Scale Purchase Rules Are Not Compliedwith” and II.9.(2) “Where the Large-Scale Purchase Rules Are Complied with”
above, the countermeasure under the Plan cannot be implemented unlessreasonable, detailed, and objective requirements for implementation
designated in advance are met; therefore, it can be said that the Plan has
secured a mechanism to prevent the countermeasure from being arbitrarily
implemented by the board of directors.

(vi)

Prior Disclosure
The Company is making prior disclosure of the Plan in order to increase
predictability for the shareholders and investors as well as Large-Scale
Purchasers and to ensure a fair opportunity for the shareholders to make aselection.
In the future as well, the Company intends to make timely and appropriate
disclosure as needed in accordance with applicable Laws and Regulations aswell as the regulations of financial instruments exchanges.

(vii)

No Dead-Hand or Slow-Hand Takeover Defense Measures
As stated in III. “Effective Period and Continuation, Abolishment, andAmendment of the Plan” above, because it is provided that the Plan may beabolished at any time by the Company’s shareholders meeting or board of
directors consisting of directors appointed by the shareholders meeting, it is
not a so-called “dead-hand” type takeover defense measure (a takeover
defense measure which cannot be prevented from being implemented even if
the majority of members of the board of directors is replaced).
In addition, because the Company has set the term of office of a director at
one year, the Plan is not a so-called “slow-hand” type takeover defense
measure (a takeover defense measure which requires time to be blocked
because the members of the board of directors cannot be replaced all atonce).

-- 16 -

V.

Impact on Shareholders and Investors

1.

Impact of Large-Scale Purchase Rules on Shareholders and Investors

The purposes of the Large-Scale Purchase Rules are to secure information and timenecessary for individual shareholders to make a decision on whether to accept a
Large-Scale Purchase, to provide an opinion of the board of directors which isactually in charge of the management of the Company, and to secure theopportunity for the shareholders to receive the presentation of a substitute plan.
This enables the shareholders to make an appropriate decision on whether toaccept the Large-Scale Purchase with sufficient information and time, which willlead to the protection of the common interests of the shareholders.
Therefore, the Company believes that the establishment of the Large-Scale
Purchase Rules will contribute to the avoidance of a situation where theshareholders and investors are forced to make a decision without being provided
sufficient information and time, and will serve the Company’s corporate value andthe common interests of the shareholders and investors. As stated in II.9.(1)“Where the Large-Scale Purchase Rules Are Not Complied with” and II.9.(2) “Where
the Large-Scale Purchase Rules Are Complied with” above, however, the Company’s
policies for responding to Large-Scale Purchases vary depending on whether the
relevant Large-Scale Purchaser complies with the Large-Scale Purchase Rules;
therefore, the shareholders and investors are required to pay attention to the LargeScale Purchaser’s actions.
If a situation arises that makes it inappropriate to implement the countermeasure
after starting the procedures to implement the countermeasure and the board of
directors determines, with the highest degree of respect for the independent
committee’s recommendations and with due consideration of advice obtained fromoutside experts as necessary, that it is not appropriate to maintain theimplementation of the countermeasure, then the board of directors may cancel thecountermeasure. Specifically, after allotting share options without contribution,
the board of directors may cancel the allotment of share options without
contribution, or may obtain all the share options allotted without contribution. In
such a case, because the value of the Company shares would not be diluted, any
investor who sold or purchased the Company shares on the premise of a dilution of
the value of the Company shares may suffer commensurate losses depending on
fluctuations in the share price.
2.

Impact on Shareholders and Investors at the Time of Implementing theCountermeasure

Where a Large-Scale Purchaser does not comply with the Large-Scale Purchase
Rules, or where a Large-Scale Purchaser complies with the Large-Scale Purchase
Rules but the Large-Scale Purchase is found to be obviously contrary to theprotection and enhancement of the Company’s corporate value and the common
interests of its shareholders, the board of directors may resist the Large-Scale
Purchase by taking the countermeasure set forth in II.10 “Specific Details of theCountermeasure” above (allotment of share options without contribution) for the
purpose of protecting and enhancing the Company’s corporate value and thecommon interests of its shareholders; however, under the mechanism of thecountermeasure, the board of directors does not foresee a situation wherein theshareholders (excluding the Large-Scale Purchaser) may suffer any special loss inrespect of their legal rights or economic benefits.
-- 17 -

With regard to allotment of share options without contribution, there are nonecessary procedures for the shareholders to perform. However, in order for theshareholders to be entitled to any allotment of share options without contribution,
the shareholders are required to be recorded on the final shareholders registry as of
the record date for the allotment of share options without contribution that will beseparately set and publicly announced by the board of directors or the shareholders
meeting, as the case may be. In addition, to exercise the share options, theshareholders are required to make a designated amount of payment during adesignated period. The Company will separately inform the shareholders of thedetails of the procedures when an allotment of share options without contribution
is determined to be actually made, pursuant to laws and regulations.
End-- 18 -

Exhibit 1
Status of Major Shareholders
Number of shares
held(Thousand shares)

Shareholding ratio(%)

NORTHERN TRUST CO. (AVFC) RE
SILCHESTER INTERNATIONAL INVESTORSINTERNATIONAL VALUE EQUITY TRUST

6,780

5.34

The Master Trust Bank of Japan, Ltd.
(Trust account)

6,208

4.89

Sumitomo Mitsui Trust Bank, Limited

5,776

4.55

Japan Trustee Services Bank, Ltd. (Trustaccount)

4,941

3.89

Sumitomo Mitsui Banking Corporation

4,377

3.45

NORTHERN TRUST CO. (AVFC) RE U.S.
TAX EXEMPTED PENSION FUNDS

4,018

3.16

Nippon Life Insurance Company

3,589

2.83

Reiko Nagase

3,565

2.81

Mitsui Sumitomo Insurance Company,
Limited

2,951

2.32

Hiroshi Nagase

2,946

2.32

Name of shareholders(Note)
1.
In addition to the above, there are 377,300 treasury shares held by the Company,
and the shareholding ratio is calculated excluding these treasury shares.
2.

The number of shares is rounded down to the nearest multiple of 1,000.

3.

The number of shares held by Hiroshi Nagase includes the number of shares held
under the name of the Officers Stock Ownership Plan of NAGASE & CO., LTD.

-- 19 -

Exhibit 2
Names and Career Summaries of Independent Committee Members
The members of the initial independent committee at the time of the replacementwith the Plan are scheduled to be the following three persons:[Name] Hidenori Nishi
Outsider director of the Company
Born on January 6, 1951
(Career Summary): April 1975
June 2000
June 2003
June 2005
June 2008
April 2009
January 2014
June 2014
March 2016

Joined KAGOME CO., LTD.
Director of said company
Executive officer and director of said
company
Managing executive officer anddirector of said company
Senior managing executive officer anddirector of said company
Representative director and presidentof said company
Representative director and chairmanof said company
Director of the Company <present>
Director, chairman of the
KAGOME CO., LTD. <present>

Mr. Nishi has no special interest in the Company.
[Name] Nobumasa Kemori
Outside director of the Company (to be appointed at the Company’s annual
shareholders meeting to be held on June 29, 2016)
Born on April 12, 1951
(Career Summary): September 1980
June 2006
June 2007
June 2013
June 2016

Joined Sumitomo Metal Mining Co.,Ltd.
Managing executive officer anddirector of said company
Representative director and presidentof said company
Representative director and chairmanof said company<present>
To be appointed as a director of theCompany

Mr. Kemori has no special interest in the Company.

-- 20 -

[Name] Hidekado Miyaji
University professor (substitute auditor of the Company)
Born on February 11, 1952
(Career Summary): April 1975

Official, Income Tax Division,
National Tax Agency
District Director, Mikuni Tax Office,Kanazawa Regional Taxation Bureau
Director, Police Administration
Department, Iwate Prefectural Police
Headquarters
Consul, Consulate General of JapanIn New York
Director, National Tax Agency
Director, Second Examination
Department, Tokyo Regional Taxation
BureauDirector, Research Department,
National Tax College
Professor, Faculty of Social-Human
Environmentology, Daito Bunka
University <present>

July 1982
July 1987
July 1991
July 1996
July 1999
July 2002
August 2003

Mr. Miyaji has no special interest in the Company.

-- 21 -

Exhibit 3
Outline of Share Options
1.

Method of Allotment of Share Option (Allotment of Share Options without
Contribution)

Share options shall be allotted to the shareholders recorded in the final
shareholders registry as of the record date for the allotment specified in a resolution
by the board of directors or the shareholders meeting (as the case may be) (the“Resolution for Allotment of Share Options without Contribution”) regarding
allotment of share options without contribution pursuant to Article 278 of theCompanies Act at the ratio of one share option per one share held (excluding theCompany shares held by the Company as of that date).
2.

Total Number of Share Options to Be Issued

The total number of share options to be issued shall be separately specified in the
Resolution for Allotment of Share Options without Contribution.
3.

Effective Date of Allotment of Share Options without Contribution

The effective date of allotment of share options without contribution shall beseparately specified in the Resolution for Allotment of Share Options without
Contribution.
4.

Class of Shares Underlying Share Options

The class of shares underlying share options shall be the Company’s commonshares.
5.

Total Number of Shares Underlying Share Options(1)

The number of shares underlying share options per share option (the“Number of Underlying Shares”) shall be separately specified in the
Resolution for Allotment of Share Options without Contribution.

(2)

The total number of shares underlying share options shall be up to thenumber obtained by deducting the total number of issued shares as of the
Resolution for Allotment of Share Options without Contribution (excluding
the number of the Company shares held by the Company at that time) fromthe total number of authorized shares specified in the Company’s articles ofincorporation.

6.

Amount to Be Paid in Upon Exercise of Share Options

The assets to be invested upon exercise of share options shall be money, and theamount to be paid in shall be the amount not less than one yen separately specified
in the Resolution for Allotment of Share Options without Contribution.
7.

Exercise Period

The exercise period of share options shall be separately specified in the Resolution
for Allotment of Share Options without Contribution.
-- 22 -

8.

Restriction on Transfer

Share options shall be transferred only with approval of the board of directors.
9.

Conditions for Exercise

The conditions for exercise of share options shall be separately specified in the
Resolution for Allotment of Share Options without Contribution (the Company may
provide for a condition to exercise to the effect that a certain Large-Scale Purchaser
specified by the board of directors pursuant to the designated procedures or its
joint holder or specially-related party, or a person who the board of directors finds
to be a person who is substantially controlled by these persons or who acts together
with these persons shall not be allowed to exercise the rights).
10.

Provision for Acquisition

Subject to either (a) the relevant Large-Scale Purchaser’s violation of the LargeScale Purchase Rules or occurrence of any other certain event or (b) the arrival ofthe date separately specified by the board of directors, the Company may, in
accordance with the board of directors’ resolution, provide for a provision for
acquisition to the effect that the Company may only acquire all the share options or
the share options owned by the share option holders other than a certain LargeScale Purchaser specified by the board of directors pursuant to the designatedprocedures and its joint holder and specially-related party, and a person who theboard of directors finds to be a person who is substantially controlled by these
persons or who acts together with these persons. The details shall be separately
specified in the Resolution for Allotment of Share Options without Contribution.
11.

Acquisition without Contribution

If the board of directors determines that it is not appropriate to maintain theimplementation of the countermeasure, or in other cases separately specified in the
Resolution for Allotment of Share Options without Contribution, the Company may
acquire all the share options without contribution.
12.

Other

The Company shall make a shelf registration regarding the issuance of shareoptions.
End-- 23 -