March 25, 2008
To Whom It May Concern
Name of Listed Company:
Taiyo Nippon Sanso Corporation
Name of Representative: Hirosuke Matsueda, President(Code No.: 4091 TSE/OSE/NSE)
Contact: Norikazu Ishikawa, General Manager of the Public Relations Dept.
(TEL 03 5788 8015)
Notice of Partial Amendment of Articles of Incorporation
Please be informed that, at the Board meeting held today, the Company resolved to submit theproposal to partially amend the articles of incorporation to the 4th general meeting of shareholders tobe held on June 27, 2008 as follows:

1. Reason for amendment(1)
For the purpose of securing corporate value and thus shareholder value, in order to provide fora gratis issue of stock options to the extent necessary and appropriate as a countermeasure andtakeover defense and to enable flexible fundraising activities in future, Article 6 of the current
articles of incorporation shall be amended to increase the total number of issuable shares from
800 million to 1,600 million shares.
(2)

A company with a board of directors is entitled to conduct a gratis issue of stock options
subject only to a board resolution (the body text of Article 278 Paragraph 3 of the CorporateLaw).

However, the Company’s Board believes that, to carry out a gratis issue of stock

options as a takeover defense, in order to conduct such an issue in accordance with the wishesof shareholders, it is desirable to: 1) resolve matters relating to the gratis issue of stock
options at a shareholders’ meeting; or 2) set certain conditions at a shareholders’ meeting andthen delegate the authority to determine matters relating to the gratis issue of stock options tothe Board, rather than carrying out such an issue subject only to a Board resolution.
Accordingly, pursuant to the proviso to Article 278 Paragraph 3 of the Corporate Law, a new
article shall be added as Article 14 as a supporting provision so that the procedures described in1) and 2) above can be followed to determine matters relating to a gratis issue of stock options.
(3)

In order to accommodate changes in the business environment and establish an optimal
management structure in a flexible manner, in addition to further clarifying management
responsibilities during the fiscal year and increasing opportunities to gain the confidence ofshareholders, Article 23 shall be amended to reduce the term of office of directors from two(4)(2) years to one (1) year.
The number of Articles shall be adjusted accordingly.

Note: Details of the takeover defenses, including specific details, have been separately disclosed as oftoday’s date. Please refer to the “Important Notice Regarding Basic Policies for Control over the1Company and Countermeasures against Large-scale Acquisitions of the Company’s Shares (TakeoverDefense)”.

2. Details of amendment
The current articles of incorporation and the proposed amendments thereto are as follows(amendments are underlined):
Existing articles of incorporation

Amended articles of incorporation

Article 6 (Total Number of Issuable Shares)

Article 6 (Total Number of Issuable Shares)

The total number of the Company’s issuable
shares shall be 800 million shares.

The total number of the Company’s issuable(New)

Article 14 (Decision-making Body for Gratis
Issues of Stock Options)shares shall be 1,600 million shares.

The Company shall determine any matters relating
to a gratis issue of stock options through a Board
resolution, a resolution of the shareholders’meeting or a resolution of the Board as
Article 14 - Article 21 (omitted)

authorized by a resolution of the shareholders’meeting.

Article 22 (Term of Office)

Article 15 - Article 22

The term of office of a director shall end upon the(the number of each
Article shall be adjusted accordingly)

close of the annual meeting of shareholders for thelast fiscal year that ends within 2 years of his/herappointment.

Article 23 (Term of Office)The term of office of a director shall end upon the2. The term of office of any alternate director shallclose of the annual meeting of shareholders for thebe equal to the remaining term of office of theoriginal director.

last fiscal year that ends within 1 year of his/herappointment.
2 (deleted)

Article 23 - Article 42 (omitted)
Article 24 - Article 43 (the number of each Article
shall be adjusted accordingly).
3. Schedule
Date of shareholders' meeting for amendment of the articles of incorporation: June 27 (Friday),2008
Effective date of amendment of the articles of incorporation: June 27 (Friday), 2008
End of Document2