This is a translation of the original Japanese document and is provided for informational purposes only.
If there are any discrepancies between this and the original, the original Japanese document prevails.
Revision of Policy Pertaining to Large-scale Acquisitions of
Company Stock (Takeover Defense)
April 14, 2009 — At the Aeon Co., Ltd. (“the Company”) Board of Directors meeting held on
April 5, 2006, a resolution concerning the Company’s Policy pertaining to Large-scale Stock
Acquisitions (Takeover Defense) was approved. The press release describing the policy was
released on the same day and the policy was explained to the Company’s shareholders at the
Ordinary General Meeting of the Shareholders held on May 12, 2006 (the traditional policy is
referred to below as “the former defensive measures”).
When the “Committee System” was introduced through amendment of the Commercial Code
approximately three years before the introduction of the former defensive measures, the Company
originally received approval of the Ordinary General Meeting of the Shareholders on May 15, 2003
and promptly adopted this governance system, and widely invited outside directors from various
industries, in order to improve management transparency and flexibility. As a result, the Company
has received multifaceted and various guidance from the independent perspective of each outside
director serving on the Board of Directors and on the Nominating Committee, Audit Committee
and Compensation Committee, where the outside directors account for the majority. The former
defensive measures also were introduced under this governance system. As a “Committee System”
firm, the Company has retained this governance system even after enforcement of the Company
Law, and will seek approval at the next Ordinary General Meeting of the Shareholders to increase
the number of outside directors and further improve governance transparency and fairness.
As it has sought to maintain and improve management transparency and fairness in this manner,
the Company has continued to investigate details, centered on the Company Law, the Financial
Instruments and Exchange Law and other applicable laws and regulations and the trends in court
decisions and theories, even after introduction of the former defensive measures. Currently, three
years have already passed since the business period in which we introduced the former defensive
measures. Moreover, the unprecedented financial crisis triggered by the subprime loan problem in
the United States in particular is having a serious affect on each sector of the real economy within
Japan, and the circumstances surrounding the Company have changed significantly, and the time
that will be needed for recovery in the future remains uncertain.
Even under such conditions, share purchases that will affect management leadership, albeit in
small numbers, can be noted as revisions of statutes related to financial products and transactions
and development of capital markets in Japan continue each day. Purchases by groups with
management principles different from those of current management can also be seen among such
purchases. Such purchases can sometimes provide a breath of fresh air to management, and
contribute to an increase of corporate value. The possibility that purchases by a group pursuing
short-term profits will result in disadvantages to all shareholders, however, cannot be denied.
Because the Aeon group is formed by operating companies that share multiple relationships, it
may be difficult to envision the Company’s shares becoming the target of purchases by an
individual or group seeking short-term profits. We cannot assert, however, that the possibility is
zero, and as the Company’s Board of Directors we consider it our duty to strive continuously to
defend shareholders’ interests from harmful share purchase activities. At the present time, no such
large-scale share purchasers (defined below) have appeared.
In light of these various circumstances, at its Board of Directors meeting held today the
Company resolved that it should introduce the most appropriate takeover defense for the Company
and revise its policy (the policy after this revision hereinafter referred to as “this Policy”) against
large-scale share purchase activities targeting the Company’s shares (as defined below), subject to
obtaining the approval of the Company’s shareholders at the Ordinary General Meeting of
Shareholders of the Company scheduled to be held on May 14, 2009 (hereinafter referred to as “the
Ordinary General Meeting of Shareholders”), in order to maximize the corporate value of the
Company and the common interests of the Company’s shareholders, as described below.
The Board of Directors meeting in question was attended by all the seven Company’s directors
including the three outside directors, and the contents of this Policy and discussion of this Policy at
the Ordinary General Meeting of Shareholders were approved by unanimous consent.
Furthermore, this Policy shall become effective contingent on obtaining the approval of the
Company’s shareholders at the Ordinary General Meeting of Shareholders, and the former
defensive measures shall be abolished if the resolution requesting approval of this Policy is
approved at the Ordinary General Meeting of Shareholders.
This Policy, which will be proposed to the next Ordinary General Meeting of Shareholders,
concerns activities by a specified shareholder group (Note 1) seeking to purchase 20% or more of
Company shareholder voting rights (Note 2) through purchases of the Company’s shares etc. (Note
3), or activities to purchase the Company’s shares etc. that result in a specified shareholder group
holding 20% or more of Company shareholder voting rights (excluding such activities to which the
Company Board of Directors has given its consent beforehand, and without regard to the specific
method of purchase including market transactions and public tender offers. Such purchase
activities are hereinafter referred to as “a Large-scale Share Purchase” and a party that undertakes
or attempts to undertake a Large-scale Share Purchase is hereinafter referred to as “a Large-scale
Share Purchaser”). The details of this Policy are provided below. The major revisions from the
former defensive measures are described below in (1) through (4).
Details
(1) Traditionally, the details of policies were decided by a resolution of the Company Board of
Directors. Because of the broad awareness of takeover defenses, however, the Company
decided to discuss the revisions to the policy at the Ordinary Meeting of Shareholders in order
to respect shareholders’ judgments.
(2) From the viewpoint of further clarifying its independence from management, the name of the
organization created to improve the transparency and fairness of decisions by the Board of
Directors will be revised to “Independent Committee.” Furthermore, although the Independent
Committee will not be permanent following the reform, the judgment of whether materials
provided from a Large-scale Share Purchaser are complete enough to warrant investigation is
very important, and to improve the transparency and fairness of the judgment, the Company
decided to move more quickly by providing for the committee to be formed immediately after
acceptance of a purchasers’ Declaration of Intent, not after commencement of the Board of
Directors evaluation period as originally planned.
(3) The stock warrants with discriminatory exercise conditions that limit a Large-scale Share
Purchaser’s right to exercise the warrants, which will be issued when the potential for the
common interests of shareholders to be impaired is judged to be large, will be subject to
purchase by the Company. As a result, the Company will be able to deliver new shares to all
shareholders after the stock warrants have been issued without shareholders having to take any
actions.
(4) Although the Company traditionally did not set a particular effective term, and reviewed its
policy according to circumstances, to review its policy regularly the Company will set the
effective term of this Policy at three years (until the conclusion of the Ordinary General
Meeting of Shareholders to be held in May 2012).
1. Basic Policy concerning Company Control
(1) Basic policy details and approach to achieving the policy
The Company and each company in the Company’s group (hereinafter referred to in this section
as “Aeon”) are developing their business by incessantly seeking to contribute to more abundant
lives for their customers through the retail business and related industries.
Aeon remains true to its unwavering corporate principles of pursuing peace, respecting
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individuals and contributing to local communities, beginning with its customers, implementing
practices that deliver customer satisfaction and achieving a sustainable increase in corporate value.
This philosophy is the basis of Aeon’s corporate value.
The starting point of our philosophy is our “Customers”:
At Aeon, our eternal mission as a corporate group is to benefit our customers, and our operations
are thus customer-focused to the highest degree.
Aeon’s basic principles are the following:
“Peace”: Aeon is a corporate group whose operations are dedicated to the pursuit of peace through
prosperity.
“People”: Aeon is a corporate group that respects human dignity and values human relationships.
“Community”: Aeon is a corporate group rooted in local community life and dedicated to making a
continuing contribution to the community.
Guided by this philosophy, the Company has been able to grow into a retail group that today is
comprised of 154 consolidated subsidiaries and 27 affiliated companies including those in other
countries, with consolidated revenues of 5,230.7 billion yen, by managing its stores based on
“safety and peace of mind,” as well as through expansion of its store network and capital and
business alliances with superior domestic and foreign firms that share the Aeon philosophy, in
order to achieve further growth.
Based on the recognition that reform of the group management organization had become an
urgent issue, to achieve further growth in the future and concentrate on increasing the corporate
value of the entire group under such circumstances the Company received shareholder approval
and reorganized as a pure holding company on August 21, 2008 with the goal of (a) building a new
group growth model, (b) reorganizing its business structure and (c) steadily achieving greater
“focus and decentralization of authority.”
(2) Policy pertaining to a Large-scale Share Purchase and rules to observe for a Large-scale
Share Purchase
The Company believes that when a proposal to purchase shares of the Company has been
received, the decision of whether to accept the proposal should ultimately be based on the
judgment of the Company’s shareholders. However, circumstances can also be envisioned in which
it might be difficult for the Company’s shareholders to judge the effect of a share purchase
proposal on the shareholder value accurately within the given timeframe, because of the conditions
attached to such a purchase proposal or other circumstances or because of the scale and diversity of
the Aeon group and the speed of the change.
To ensure the information and time required for the Company’s shareholders to make their
judgment concerning the purchase proposal are sufficient, as the Board of Directors of the
Company we have decided to continue setting rules concerning the provision of information by a
Large-scale Share Purchaser and the implementation of countermeasures by the Company
(hereinafter referred to as “the Share Purchase Rules”), as described below.
2. Details of the Share Purchase Rules
The Share Purchase Rules established by the Company’s Board of Directors are rules providing
that (a) Large-scale Share Purchasers must provide the necessary and sufficient information to the
Company’s Board of Directors before making any Large-scale Share Purchases and that (b)
Large-scale Share Purchasers will be able to begin Large-scale Share Purchases only after a certain
evaluation period required by the Company’s Board of Directors to study the information has
passed. The specific details are described below.
(1) Submission of a Declaration of Intent
When a Large-scale Share Purchaser decides to begin a Large-scale Share Purchase, it shall
submit to the Company beforehand a written Declaration of Intent in Japanese in accordance with
the Share Purchase Rules (Note 4). Said Declaration of Intent must show the name, address and
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law governing the establishment of the Large-scale Share Purchaser, the representative’s name, a
domestic contact in Japan (Note 5) and a summary of the proposed Large-scale Share Purchase
(including the number of shares the Large-scale Share Purchaser currently owns and the number of
shares it plans to acquire).
(2) Request for provision of information
To receive the information necessary and sufficient for the Company’s shareholders to make a
judgment and the directors to form an opinion as the Company’s Board of Directors (hereinafter
referred to as “the Required Information”) from a Large-scale Share Purchaser, the Company’s
Board of Directors shall prescribe a response deadline within five (5) business days (not including
the first day) after having received the Declaration of Intent described in (1) above, and deliver to
the Large-scale Share Purchaser a list of the information that should be initially provided. The
specific contents of the Required Information will vary depending on a Large-scale Share
Purchaser’s attributes or the details of a Large-scale Share Purchase, but as a rule shall include the
following items.
(a) Specific information concerning the Large-scale Share Purchaser (including the capital
structure, financial condition and activities of all members of the Large-scale Share Purchaser,
the names, career histories and concomitant executive positions at other companies of all
members’ directors and their experience in the same kind of businesses as the Company’s
businesses, and information concerning the management, sales and marketing and labor measures
implemented when acquiring the management rights or businesses of other companies)
(b) The background leading to the Large-scale Share Purchase
(c) The purpose and details of the Large-scale Share Purchase (including the prices and kinds of
compensation for the acquisitions, the mechanisms of related transactions and the legality of the
acquisition methods)
(d) The basis for calculation of the acquisition price for the Company’s shares (including the facts
and assumed conditions used as the calculation assumptions, the expected amount of the
synergies and the basis for calculation of such synergies, etc.)
(e) A detailed explanation of the capital for acquisition of the Company’s shares (including the
capital procurement method, the mechanism of related transactions and the appellations or names
of the persons who directly or indirectly will provide, or plan to provide, the capital)
(f) The expectations toward the Company and firms in the Company group after the Large-scale
Share Purchase, or the management policies (including clarification of the attitude towards
Aeon’s corporate philosophy), corporate governance, management strategy, business plan,
financial plan, capital policy, dividend policy, asset utilization policy and approach and policy
concerning CSR being planned by the Large-scale Share Purchaser, etc. (hereinafter referred to
as “the post-purchase Management Policies”)
(g) Policies toward the customers, partner business firms, employees, local communities and other
stakeholders of the Company and each firm in the Company group
(h) Other information judged to be reasonably necessary for the Company Board of Directors and
the Independent Committee to evaluate and study the validity and legality etc. of the Large-scale
Share Purchase
When, as a result of examining the information initially provided, it recognizes this information
alone is insufficient, the Company’s Board of Directors shall set a deadline within a reasonable
scope and request additional information to be provided. The Company’s Board of Directors shall
promptly disclose the fact it has received a Large-scale Share Purchase proposal. Moreover, when
it determines disclosure is necessary for judgment by the Company’s shareholders, the Board of
Directors shall disclose, at a time it deems to be appropriate, all or part of the Required Information
submitted to the Company’s Board of Directors.
For transparent and impartial management of the Share Purchase Rules, the Company’s Board of
Directors shall establish the Independent Committee as soon as the Board has received the
Declaration of Intent described in (1) above.
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The Independent Committee shall be composed of (a) all the outside directors of the Company
(one of whom shall be appointed chairperson of this committee by mutual election) and (b) one or
more experts recommended by the outside directors of the Company and appointed by the Board of
Directors (as a rule, one (1) attorney and one (1) individual with academic experience outside the
Company such as a university professor. However, the committee shall begin its activities as the
Independent Committee even before the appointment of the expert committee members) within ten
(10) business days (not including the first day) as a rule after receipt of the Declaration of Intent.
Before the start of the Board of Directors evaluation period provided in the following Section (3),
the main mission of the Independent Committee shall be to (a) determine whether the materials
received from a Large-scale Share Purchaser as the Required Information are sufficient, (b) decide
whether additional materials should be requested from a Large-scale Share Purchaser and the items
and deadline for submission, (c) determine whether the circumstances correspond to
“Non-Compliance by a Large-scale Share Purchaser with the Share Purchase Rules” because of
reasons such as the material submitted by a Large-scale Share Purchaser being inadequate, and
determine the contents of countermeasures such as free allocation of stock warrants, whether such
countermeasures are necessary and whether such countermeasures should be discontinued, and (d)
submit to the Company’s Board of Directors an opinion and reasons concerning other matters on
which its opinion was requested by the Board of Directors.
The Company’s Board of Directors shall sufficiently conduct its own evaluation and study of
these material submission conditions, and shall carefully prepare its opinion as the Company’s
Board of Directors and make its decision while giving maximum emphasis to the opinion of the
Independent Committee. When preparing this opinion, the Company’s Board of Directors shall be
able to receive further advice from outside experts including attorneys and certified public
accountants. In addition, when the Board recognizes it is necessary for the judgment of the
Company’s shareholders, the Board of Directors shall disclose, at a time the Board judges to be
appropriate, all or part of the information, including the conditions during this period, the details of
its decision and the reasons.
(3) Period of study by the Board of Directors
After submission of the Required Information to the Company’s Board of Directors by a
Large-scale Share Purchaser has been completed in accordance with Section (2) above, the
Large-scale Share Purchaser shall not be able to begin its Large-scale Share Purchase for a period
of ninety (90) days when the Large-scale Share Purchase proposal corresponds to the following
circumstances, or for a period of sixty (60) days in other circumstances (Not including the first
day; hereinafter referred to as “the Board of Directors Evaluation Period”).
(a) When items other than cash including shares are included in the consideration for a Large-scale
Share Purchase.
(b) When the consideration for a Large-scale Share Purchase will be paid in cash in a currency
other than Japanese yen.
(c) When significant changes concerning the composition of the group companies and structure of
the group businesses are included in the management policies planned by the Large-scale Share
Purchaser after a Large-scale Share Purchase.
The Company’s Board of Directors shall first request an evaluation of the Large-scale Share
Purchase from the Independent Committee during the Board of Directors Evaluation Period. The
Independent Committee shall receive submission of the Required Information, and based on the
Required Information and other materials shall comprehensively evaluate and judge (a) whether the
Large-scale Share Purchase in question will harm the total interests of the Company’s shareholders,
(b) whether additional materials should be requested from the Large-scale Share Purchaser and the
items and deadline for submission, (c) whether countermeasures such as free allocation of stock
warrants are necessary and the contents of such countermeasures, or whether such countermeasures
should be discontinued, and (d) other matters on which its opinion was requested by the Board of
Directors, and shall submit its opinion and the reasons to the Company’s Board of Directors.
The Company’s Board of Directors shall sufficiently conduct its own evaluation and study of the
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Required Information that was submitted, and shall carefully prepare its opinion as the Company’s
Board of Directors and disclose its decision while giving maximum respect to the opinion of the
Independent Committee. When preparing this opinion, the Company’s Board of Directors shall
receive further advice from outside experts, including attorneys and certified public accountants. In
addition, if necessary the Board of Directors shall negotiate improvements in the conditions
relating to the Large-scale Share Purchase with the Large-scale Share Purchaser, and as the
Company’s Board of Directors can also present an alternative proposal to the Company’s
shareholders. Finally, the Board shall promptly disclose the beginning of the Board of Directors
Evaluation Period, and when the Board recognizes it is necessary for the judgment of the
Company’s shareholders, the Board of Directors shall disclose, at a time the Board judges to be
appropriate, all or part of the information, including the conditions during this period, the details of
its decision and the reasons.
3. Policy When a Large-scale Share Purchase has been completed
(1) When a Large-scale Share Purchaser has complied with the Share Purchase Rules
As a rule, the Company will not take measures against a Large-scale Share Purchase when a
Large-scale Share Purchaser has complied with the Share Purchase Rules. The Company’s Board
of Directors shall sufficiently conduct its own evaluation and study of the Required Information
that was submitted, and shall carefully prepare its opinion as the Company’s Board of Directors
and disclose its decision while giving maximum respect to the opinion of the Independent
Committee concerning matters such as the evaluation of said purchase proposal and whether to
prepare an alternative proposal and the contents of such a proposal, as described in Section 2. (3)
above. In this case, the Company’s shareholders shall judge whether to accept the purchase
proposal from the Large-scale Share Purchaser after considering said purchase proposal and the
opinion regarding the purchase proposal and the alternative proposal, if any, presented by the
Company.
However, when the Board of Directors has evaluated a Large-scale Share Purchase will
markedly harm the interests of all the Company’s shareholders (Note 6), or when the Independent
Committee has evaluated a Large-scale Share Purchase will markedly harm the interests of all the
Company’s shareholders, the Company’s Board of Directors may, after giving maximum
consideration to said evaluations, take measures it considers to be appropriate to protect the
interests of the Company’s shareholders, in accordance with the directors’ duty of care of a good
manager (Note 7). The details and procedures regarding the countermeasures in this situation shall
be based on following Section (2).
(2) When a Large-scale Share Purchaser has not complied with the Share Purchase Rules
When a Large-scale Share Purchaser has not complied with the Share Purchase Rules, in some
situations the Company’s Board of Directors will oppose the Large-scale Share Purchase in
question, and take the countermeasures recognized by the Company Law and other laws and the
Articles of Incorporation of the Company, including the issuance of stock warrants etc., for the
purpose of defending the Company and the interests of all the Company’s shareholders,
irrespective of the specific method of the purchase. The Company Board of Directors shall
determine which measures to take specifically by selecting those it has judged to be most
appropriate at that time. As a rule, the Board shall consider issuing stock warrants free of charge as
described in Attachment 4, based on shareholder allocation, as a specific countermeasure, as long
as implementation is recognized to be suitable under the current circumstances, but the measures
shall not be limited to this measure. Moreover, when the Company will actually issue stock
warrants, the Board of Directors may set the exercise conditions and the exercise period, such as
ensuring the percentage of voting rights residing with any specific shareholder group does not
exceed a certain percentage, as the exercise condition of stock warrants, after considering the
effects as a countermeasure. In addition, the Company will continue to file stock warrant shelf
registrations that will enable it to issue stock warrants flexibly.
Next, when it judges there is a significant potential for the common interests of shareholders to
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be impaired, stock warrants will have a provision for purchase by the Company when the Company
issues stock warrants with discriminatory exercise conditions that limit the exercise of the rights by
a Large-scale Share Purchaser. When exercising stock warrants to which acquisition conditions
have not been attached by the Company, all of the shareholders who hold the stock warrants must
follow the procedure for the payment of the exercise price, a process that is extremely troublesome
given the more than 220,000 shareholders as of February 28, 2009. This mechanism will enable the
Company to acquire the stock warrants of shareholders other than a Large-scale Share Purchaser
and deliver new shares to all shareholders as consideration, without a long period of time being
involved, based on a resolution of the Company’s Board of Directors.
Because the Company considers the contents and decision to adopt or reject such measures to be
matters the Board of Directors should decide in accordance with a director’s duty of care of a good
manager, as a rule the Company’s Board of Directors will decide and implement such measures.
However, when the Company believes it should respect shareholders’ judgment because of the
contents and effect of this measure, it may exceptionally ask them to adopt or reject this measure at
the Ordinary General Meeting of Shareholders of the Company. Because it considers this matter to
fundamentally be the responsibility of the Board of Directors, in this case as well the Company will
explain its thinking sufficiently at the Ordinary General Meeting of Shareholders.
(3) Cancellation after a free allocation of stock warrants has been approved
In circumstances such as when a Large-scale Share Purchaser has withdrawn or revised a
Large-scale Share Purchase after the Company’s Board of Directors has approved a resolution for a
free allocation of stock warrants, the Company’s Board of Directors shall be able to cancel the free
allocation of stock warrants if it judges at a Board of Directors meeting that implementation of the
countermeasure is not appropriate. However, as a rule the Company will not cancel implementation
from the day after the fourth business day (Ex-rights Date; assuming the current fifth day
settlement on a securities exchange; this will be revised on a sliding basis if the Ex-rights Date is
changed; the same shall apply below) before the “Allocation Date of Record” (defined below in
Section 5. (2)) for the free allocation of the stock warrants, and when the Company’s Board of
Directors has judged circumstances have occurred in which the countermeasures should be
cancelled after said Ex-rights Date, as a rule the Company shall acquire the stock warrants held by
all shareholders including a Large-scale Share Purchaser in exchange for the Company’s shares
(Note 8), to produce an effect similar to substantively cancelling the countermeasures. In addition,
the Company’s Board of Directors shall be able to similarly and appropriately cancel or revise
other countermeasures.
4. Measures to ensure Transparency and Fairness
The Company has taken the following measures under the Share Purchase Rules to ensure
transparency and fairness.
(1) Respect for shareholders’ intentions
To bring this Share Purchase Rules revision into force, the Company will require approval by the
shareholders at the Ordinary General Meeting of Shareholders as a prerequisite. Moreover, except
in cases where a formal revision accompanying the amendment of a law has become necessary,
when a change that will substantively affect the Company’s shareholders has occurred after this
revision has been approved, the Company shall discuss this revision again at an Ordinary General
Meeting of Shareholders and respect the shareholders’ judgment. When such a change has not
occurred, the effective term shall be limited to three (3) years. Consequently this provides a
mechanism by which shareholders’ intentions are sufficiently reflected in the revision, abolition or
continuation of the Share Purchase Rules.
(2) Introduced for the purpose of ensuring and increasing the corporate value of the
Company and shareholders’ common interests
The Share Purchase Rules will be introduced to make it possible to ensure sufficient information
and time required for all of the Company’s shareholders to judge whether the Company should
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respond when a proposal to purchase shares of the Company has been presented, and to ensure the
information and time required for the Company’s Board of Directors to present an alternative
proposal as described in Section 1 and Section 2. (3) above, and thereby to preserve and increase
the corporate value of the Company and the common interests of the shareholders. The Share
Purchase Rules shall not be used for any other purpose, including protecting the positions of the
Company’s management.
(3) Emphasis on the judgment of highly independent parties outside the Company and
information disclosure
The Company has introduced the governance under the company committee system and strives
to always ensure management transparency and fairness. The Company also will establish an
Independent Committee whose objectives are determining whether materials submitted from
Large-scale Share Purchasers are sufficient, preventing arbitrary judgments by the Board of
Directors concerning matters such as the implementation of countermeasure against a Large-scale
Share Purchase, and ensuring the objectivity and reasonableness of the judgments and actions of
the Board of Directors. The Independent Committee, which is independent of the management
executing the Company’s activities, will be composed of all the Company’s outside directors and
one or more experts (as a rule, one attorney and one individual with academic experience outside
the Company such as a university professor) appointed by the Company’s Board of Directors on
the basis of the committee’s recommendations, and when forming its opinions the committee is
able to further solicit the opinions of appropriate experts at the Company’s expense.
Furthermore, when forming its opinions, the Company’s Board of Directors shall additionally
receive advice from outside experts, including attorneys and certified public accountants.
The Company shall seek to disclose information promptly, while excluding information that
would mislead shareholders’ judgments. In addition, when disclosing its opinion the Company’s
Board of Directors shall seek to explain its opinion as specifically as possible, including the
reasons for its judgments.
Based on these arrangements, the Company has ensured a mechanism to undertake transparent
management of the Share Purchase Rules in a manner that ensures decisions of the Company’s
Board of Directors will contribute to the corporate value of the Company and shareholders’
common interests.
(4) Do not inflict unanticipated harm on shareholders and investors who are not a
Large-scale Share Purchaser
For stock warrants issued as a countermeasure when the Share Purchase Rules have not been
observed, the Company as a rule assumes discriminatory exercise conditions that will prevent a
Large-scale Share Purchaser from being the only party to exercise the warrants, and when adopting
other countermeasures will select measures that do not inflict unanticipated harm on shareholders
and investors who are not a Large-scale Share Purchaser.
Moreover, by issuing these stock warrants with an acquisition condition of the Company the
Company shall ensure to the extent possible the warrants do not place a burden on shareholders
who are not a Large-scale Share Purchaser.
(5) Not a dead hand or slow hand-type takeover defense
Because it does not establish any particular restrictions on the abolition of this Policy, this
Policy does not correspond to a dead hand-type takeover defense (a takeover defense that cannot be
terminated even if a majority of the members constituting the Board of Directors is replaced).
Furthermore, because the term of office for all of the Company’s directors is one year, this Policy
also does not correspond to a slow hand measure (a takeover defense that requires time to block
because the members constituting the Board of Directors cannot all be replaced at one time).
5. Affect on Shareholders and Investors
(1) Affect of the Share Purchase Rules on shareholders and investors
The purpose of the Share Purchase Rules is to disclose to the Company’s shareholders the
information the Company’s shareholders will need to judge whether to agree to a Large-scale Share
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Purchase, or the opinion of the Company’s Board of Directors that is responsible for the actual
management of the Company, and to ensure the opportunity for the Company’s shareholders to
receive presentation of an alternative proposal. The Company believes the Rules will enable the
Company’s shareholders to make an appropriate judgment concerning whether to agree to a
Large-scale Share Purchase based on relevant information, and thereby protect the interests of all
the Company shareholders as a result.
Because the policy of the Company concerning a Large-scale Share Purchase will vary
depending on whether a Large-scale Share Purchaser complies with the Share Purchase Rules as
described in Section 3 above, the Company urges shareholders and investors to carefully consider
the Large-scale Share Purchaser trend.
(2) Affect on shareholders and investors when the countermeasure is implemented
When a Large-scale Share Purchaser does not comply with the Share Purchase Rules, the
Company’s Board of Directors might take measures permitted by the Company Law or other laws
and the Company’s Articles of Incorporation with the goal of defending the Company and the
interests of all the Company’s shareholders. The Company does not, however, assume a situation
will develop that will cause the Company’s shareholders (excluding a Large-scale Share Purchaser
that has violated the Share Purchase Rules) to suffer an exceptional loss from the standpoint of
legal rights or economic return under the mechanism of said countermeasure. If the Company’s
Board of Directors decides to take specific countermeasures, the Company will make appropriate
disclosure of this fact at a suitable time, in accordance with laws and securities exchange
regulations.
Among steps being considered as a countermeasure, for issuance of stock warrants the Company
as a rule will attach acquisition conditions of the Company to the stock warrants. This will enable
the Company to acquire stock warrants, and deliver new shares to shareholders as consideration,
based on a resolution of the Company’s Board of Directors, in order to complete a transaction
without the burden of the exercise price payment procedure required when stock warrants that do
not have acquisition conditions from the Company are exercised. The Company will inform
shareholders of the details of this procedure separately, based on the relevant law, if it will actually
issue stock warrants. In this case, for shareholders of the transfer shares to be registered as
shareholders in the Company’s final register of shareholders on the date of record for shareholders
who will be eligible for allocation of the stock warrants to be decided and notified separately by the
Company’s Board of Directors (hereinafter referred to as “the Allocation Date of Record”), the
Company’s common stock must be registered in an account at a securities company etc. on the
Allocation Date of Record in question, and special account forgotten shareholders must have
completed the forgotten shareholder assistance procedure, in order to receive the stock warrants.
6. Start of Application of the Share Purchase Rules and Maturity Date
Traditionally the Company has not prescribed a particular effective term, and reviews the Rules
depending on circumstances. To review this countermeasure regularly, the effective term of this
Policy shall be three (3) years (until the conclusion of the Ordinary General Meeting of
Shareholders pertaining to the last business year ending within three (3) years, calculated from
March 1, 2009).
In the future, the Company’s Board of Directors shall review the Rules from time to time when
formal revisions to the policy described above have become necessary in conjunction with
amendments to laws etc, taking into account factors such as applicable laws and regulations
including the Company Law and the future trend of judicial decisions and changes in the stock
listing system prescribed by the Tokyo Stock Exchange, and will inform shareholders promptly of
the details. When the Company’s Board of Directors judges the abolition of this Policy to be
appropriate, the Company will abolish this Policy by the resolution of the Board and disclose this
fact and the reason. When the Company will make a revision to the contents of this Policy that will
substantively affect the Company’s shareholders, however, the Company will discuss the revisions
9
again at the Ordinary Meeting of Shareholders and seek a judgment from the shareholders.
Furthermore, the term of office for directors of the Company shall be one (1) year, and directors
shall be reelected at the Ordinary General Meeting of Shareholders every year.
In addition, the former defensive measures shall be abolished upon consent to the resolution
requesting approval of this Policy at the Ordinary General Meeting of Shareholders. However, if a
Large-scale Share Purchaser has come forward at that time, and has submitted a Declaration of
Intent based on the former defensive measures and has begun the required procedures including
submission of information, the Company shall continue the former defensive measures as a
procedure based on this Policy after approval of this Policy at the Ordinary General Meeting of
Shareholders.
End
10
Note 1: The term “specified shareholder group” means
(i) Parties (including parties included among holders based on Article 27-23 paragraph (3) of the
Financial Instruments and Exchange Law; the same shall apply below) that hold share certificates
etc. of the Company (meaning the Share Certificates etc. provided in Article 27-23 paragraph (1) of
the same Law) and their joint holders (meaning the Joint Holders provided in Article 27-23
paragraph (5) of the same Law, including parties deemed to be joint holders based on paragraph (6)
of the same Article), or
(ii) Parties that make a purchase etc. (meaning a Purchase etc. as provided in Article 27-2
paragraph (1) of the same Law, including a purchase, etc. conducted on a financial instruments
exchange market) of shares etc. of the Company (meaning Share Certificates etc. as provided in
Article 27-2 paragraph (1) of the same Law) and their persons in special relationship (meaning the
Persons in Special Relationship provided in Article 27-2 paragraph (7) of the same Law).
Note 2: The term “shareholder voting rights” means
(i) The holding ratio of shares etc. of a specified shareholder group as defined in Note 1 (i)
(meaning the Holding Ratio of Share Certificates, etc. provided in Article 27-23 paragraph (4) of
the Financial Instruments and Exchange Law; in this case, the number of shares etc. held by joint
holders of said holders (meaning the “Number of Share Certificates, etc. Held” as provided in the
same paragraph) shall be added as well), or
(ii) The total of the shares etc. holding rate (meaning the Share Certificates, etc. Holding Rate as
provided in Article 27-2 paragraph (8) of the same Law) of said Large-scale Share Purchasers and
said persons in special relationship of a specified shareholder group as defined in Note 1 (ii).
When calculating each shares etc. holding rate, the Company shall be able to refer to the figures in
the most recently submitted financial statements, interim financial report, quarterly report and
treasury stock certificate purchase report for the total number of voting rights (meaning the total
number of voting rights provided in Article 27-2 paragraph (8) of the same Law) and the total
Number of issued shares (meaning the total number of issued shares provided in Article 27-23
paragraph (4) of the same Law).
Note 3: Meaning the Share Certificates etc. provided in Article 27-23 paragraph (1) of the
Financial Instruments and Exchange Law. The same shall apply below.
Note 4: Because the Company lists its shares on the financial products transaction market in Japan
and has an obligation to make disclosure to its Japanese shareholders and investors at the
appropriate time, the Company will formally prepare lists it will deliver, documents describing the
Required Information a Large-scale Share Purchaser will prepare, the Company’s opinion
concerning these documents and requests for submission of additional materials, etc. in writing in
Japanese. Documents shall include not only documents printed on paper but also documents sent
by e-mail or facsimile. Documents shall be A4 size or A3 size, and the size of the characters
printed on these size pages shall be 10 points or larger (in accordance with JIS Z 8305). Documents
shall be prepared in Japanese by the preparer indicated on the documents, and the Company shall
not bear any obligation to translate any of the documents into another language. In addition,
characters or symbols that cannot be printed on paper based on a reasonable cause such as overflow
from the facsimile form received by the Company, or the use of characters and symbols that are not
registered in the Company’s system, shall be deemed to not be described on the documents. The
same shall apply below.
Note 5: The domestic contact in Japan described in the Statement shall be the contact name and
address for mailing documents based on the Company’s Share Purchase Rules.
Note 6: Situations that can be envisioned would include, for example, (a) when a Large-scale Share
Purchaser has purchased shares of the Company only for the purpose of raising the stock price and
making parties related to the Company buy the shares at a high price, even though the purchaser
has no intention to truly participate in company management, (b) when a Large-scale Share
11
Purchaser has purchased shares of the Company in order to engage in so-called scorched-earth
management by controlling the Company management temporarily and transferring the intellectual
property rights, know-how, confidential business information, main suppliers or customers, etc.
that are necessary for the business management of the Company to said Large-scale Share
Purchaser or another party, (c) when a Large-scale Share Purchaser has purchased shares of the
Company with a plan to misappropriate the Company’s assets as collateral or a source of funds for
repayment of said Large-scale Share Purchaser’s liabilities etc. after taking control of company
management, (d) when a Large-scale Share Purchaser has purchased shares of the Company in
order to temporarily take control of company management, then sell or dispose of high-value assets
such as property or negotiable securities that are not related directly to the Company’s business and
use the proceeds to pay itself a large extraordinary dividend, or create an opportunity for the stock
price to increase sharply as a result of the temporary high dividend and then sell off its shares at the
high share price, (e) when the method presented by a Large-scale Share Purchaser for buying the
Company’s shares is a two-tier purchase method that sets share purchase conditions for the second
tier that are less advantageous than those for the first tier, or when the Company judges a
Large-scale Share Purchaser will limit shareholders’ opportunities for judgment or freedom and
there is in fact a potential the Company shareholders will be compelled to sell the Company’s share
in a way that will be disadvantageous to the shareholders, (f) when the transaction mechanism and
acquisition method related to purchase of the Company’s shares presented by a Large-scale Share
Purchaser are remarkably inappropriate, (g) when the Company judges based on objective and
reasonable grounds that a Large-scale Share Purchaser is inappropriate from the viewpoint of
public order and morality as the major shareholder of the Company, such as when the managers or
principal shareholders of the Large-scale Share Purchaser are included in persons related to
antisocial elements including a gang or gangster as provided in Article 2 of the Law concerning
Prevention of Unjust Acts by Organized Crime Group Members.
Note 7: Regardless of whether this Policy is adopted, the Company’s Board of Directors shall be
able to take emergency action to protect the interests of all the Company’s shareholders, as judged
on the basis of the directors’ duty of care of a good manager, if the interests of all the Company’s
shareholders will be markedly harmed by a Large-scale Share Purchase of the type illustrated in
Note 6. To ensure the objectivity and reasonableness of the Board’s judgment in such cases, the
Board of Directors shall study the specific details of said Large-scale Share Purchaser and
Large-scale Share Purchase (purpose, method, subject stock, type of consideration for the
acquisition and amount, etc.), and the affect of said Large-scale Share Purchase on the interests of
all the Company’s shareholders, based on the Required Information including the post-purchase
Management Policies submitted by the Large-scale Share Purchaser, while obtaining advice from
outside experts including attorneys and certified public accountants, and make a judgment that
emphasizes the opinion of the Company’s Independent Committee.
Note 8: On and after the day before the fourth business day of the Allocation Date of Record for
the stock warrants - that is, the day after the so-called Ex-rights Date - the financial products
market can be expected to reduce the theoretical stock price that anticipates conversion of the stock
warrants to shares to about 50-60 percent of the immediately preceding stock price, on the
assumption of ex-rights (shares bought and sold after that day will not have stock warrants
attached). However, if the Company afterwards acquires the stock warrants free of charge and
cancels all of the defensive measures, the number of shares will return to the number on the
Ex-rights Date as a result, and the stock price that fell once will theoretically return to stock price
immediately before the Ex-rights Date.
Because it is thought such a result might needlessly cause confusion in the market, as a rule shares
are allocated to the stock warrants after the Ex-rights Date.
12
Attachment 1
Status of Company Shares and Major Shareholders (As of February 28, 2009)
1.
2.
3.
4.
5.
Total number of shares authorized
Shares issued and outstanding (including treasury stock)
Treasury stock
Number of shares in one stock unit
Number of shareholders at end of period
Largest shareholders (ten largest shareholders)
Name of shareholder
Japan Trustee Services Bank, Ltd. (Trust Account)
Mitsubishi Corporation
Japan Trustee Services Bank, Ltd. (Trust Account 4G)
Mizuho Corporate Bank, Ltd.
The Master Trust Bank of Japan, Ltd. (Trust Account)
AEON Environmental Foundation
The Cultural Foundation of OKADA
The Norinchukin Bank
Aeon Employees Shareholding Company
State Street Bank and Trust Company
2,400,000,000 shares
800,446,214 shares
35,247,078 shares
100 shares
228,221
Investment in the
Company
Shares owned
(thousand shares)
41,375
40,422
40,004
23,914
23,417
21,128
20,081
18,133
11,127
9,815
Ownership
Percent
%
5.41
5.28
5.23
3.13
3.06
2.76
2.62
2.37
1.45
1.28
(Note 1) Ownership percentages are calculated after deducting treasury stock (35,247,078 shares).
(Note 2) All of the shares owned by Japan Trustee Services Bank, Ltd. (Trust Account and Trust
Account 4G) and The Master Trust Bank of Japan, Ltd. (Trust Account) are shares each
company has received in trust including security investment trusts.
(Note 3) The Company concluded a comprehensive business alliance agreement with Mitsubishi
Corporation on December 16, 2008. A Report of Change concerning Large Volume Share
Ownership (copy) dated January 14, 2009 was sent by Mitsubishi Corporation and
Ryoshoku Ltd., an affiliate of Mitsubishi, and the Company has received the report,
indicating the companies own 43,478,000 shares.
(Note 4) State Street Bank and Trust Company mainly provides share custody services for shares
owned by European and U.S. institutional investors, and serves as the shareholder of
record for said institutional investors.
13
Attachment 2
(Reference)
Flow of Procedure and Judgment pertaining to this Policy
Large-scale Share Purchaser appears
（
: Company actions）
Submits Declaration of Intent
No
Yes
Purchases without complying with procedure
Delivers List of the Required Information
Independent Committee (Outside directors + Experts who are not Company officers)
Consults and reports to the Board of Directors on whether materials submitted by the Large-scale
Share Purchaser are sufficient
Insufficient materials submitted
Sufficient materials submitted
Board of Directors judgment - Makes judgment, giving maximum emphasis to the Independent
Committee's opinion
Insufficient materials submitted
Sufficient materials submitted
Supplemental request for Required Information
Deemed an insincere
Insufficient materials submitted
Large-scale Share Purchaser
that will not provide
shareholders with sufficient
Board of Directors evaluation period (60 or 90 days)
materials for judgment
Independent Committee
Solicits professional opinions and responds to questions from the Board of Directors concerning
implementation of the necessary countermeasures
Implementation of countermeasures
No implementation of countermeasures
Board of Directors judgment - Makes judgment, giving maximum emphasis to the Independent Committee's opinion
Listens to opinions of other experts, prepares evaluation and opinion (including alternative proposal) as
the Board of Directors.
Implementation of countermeasures
No implementation of countermeasures
Theme: Are corporate value and interests of all shareholders harmed?
As a rule
Corporate value deemed to be harmed
Evaluates corporate value will be harmed
Evaluates corporate value will not be harmed
Board of Directors judgment
Board of Directors judgment
Board of Directors judgment
Decides on and implements appropriate countermeasures to
Is a resolution of the Ordinary Meeting of Shareholders
Do not implement countermeasures etc.
protect corporate value
concerning the countermeasures necessary?
Not necessary
Required (discussion in exceptional cases)
Board of Directors judgment
Ordinary Meeting of Shareholders resolution
Decides on and implements appropriate countermeasures to
Resolution on whether to implement the countermeasures in the
protect corporate value
Board of Directors proposal
(Notes) 1. As a rule, the Company will disclose the materials and opinions of both sides as quickly as possible.
2. As a rule, when implementing countermeasures the specific details of the countermeasure will entail issuance of stock
warrants with discriminatory exercise conditions as long as implementation is recognized to be appropriate.
14
Attachment 3
Summary of Independent Committee and Committee Candidates
1. Summary of the Independent Committee
(1) Establishment
The Independent Committee shall be established and abolished by the Company’s Board of
Directors.
(2) Composition
(a) The Independent Committee shall be composed of three or more committee members.
(b) The Independent Committee members shall be composed of all the outside directors of the
Company and one (1) or more experts (as a rule, one (1) attorney and one (1) individual with
academic experience outside the Company such as a university professor) who have been
recommended by the outside directors of the Company and appointed by the Board of Directors
as a rule within ten (10) business days after the Declaration of Intent is accepted (not including
the first day). However, the committee shall begin its activities as the Independent Committee
even before the appointment of the expert committee members, and the Company shall be able
to change the number and/or composition of committee members who are not outside directors
by a resolution of the Company’s Board of Directors based on the unanimous opinion of all the
outside directors.
(c) When appointing a committee member who is not an outside director of the Company, the
Company shall decide by comprehensively considering factors such as corporate management
experience, knowledge concerning the Company Law or the exchange and financial products
transaction markets, insight concerning the Company’s philosophy and service experience, in
view of the role of the Independent Committee members.
(d) When a committee member is not an outside director of the Company, that member shall
conclude a Mandate Agreement with the Company, including the duty of care of a good
manager towards the Company.
(3) Chairperson
The Independent Committee Chairperson shall be appointed from among the outside directors of
the Company by mutual election.
(4) Term of office
(a) The term of office of the Independent Committee members shall be the period from the date the
Independent Committee is established by the Company’s Board of Directors until the
Independent Committee is abolished by the Company’s Board of Directors.
(b) The provision of the preceding paragraph notwithstanding, when some or all of the outside
directors of the Company have retired at the completion of their term of office during the period
provided in the preceding paragraph, the term of the committee members who are not outside
directors of the Company shall expire at the same time. In this case, the outside directors of the
Company after a re-election shall again without delay recommend committee members who are
not outside directors and request their appointment by the Company’s Board of Directors.
However, this shall not obstruct reappointment.
(5) Mission
The Independent Committee shall take delivery of the Required Information submitted from a
Large-scale Share Purchaser and received by the Company’s Board of Directors, and as a rule shall
evaluate, study and discuss the matters provided below based on consultation with the Company’s
Board of Directors and submit the contents and results to the Company’s Board of Directors.
(a) An opinion concerning whether the materials accepted from a Large-scale Share Purchaser are
sufficient as the Required Information
(b) Whether there are additional materials that should be submitted by a Large-scale Share
Purchaser, and the items and deadline for submission
(c) An opinion whether the purchase corresponds to a situation “When a Large-scale Share
Purchaser does not comply with the Share Purchase Rules” because of reasons such as the
materials submitted by the Large-scale Share Purchaser being inadequate, and an opinion
15
concerning the contents and necessity of countermeasures including the free allocation of stock
warrants or the necessity of discontinuing countermeasures
(d) Evaluate and study whether a Large-scale Share Purchase will harm the interests of all the
Company’s shareholders, whether there is additional information a Large-scale Share Purchaser
should be requested to submit, and the items and deadline for submission
(e) Matters concerning stock warrants or other countermeasures, including the merits of a free
allocation of stock warrants with discriminatory exercise conditions, termination of allocation
or purchase to extinguish an allocation
(f) Other matters on which the Company’s Board of Directors consults the committee concerning
this Policy, stock warrants or other countermeasures
(6) Decision on the contents of the evaluation etc.
(a) As a rule, the contents of the evaluation etc. the Independent Committee will submit to the
Board of Directors shall be decided by majority agreement at a committee meeting attended by
all of the Independent Committee members. However, when all of the Independent Committee
members have agreed in writing or by electromagnetic means that the situation requires
particular urgency, it shall be possible to reduce the quorum to a majority of the committee
members in attendance.
(b) When it submits its evaluation etc. based on the preceding paragraph, the Independent
Committee shall also state the reasons it arrived at the evaluation etc.
(7) Secretariat etc.
(a) The Independent Committee shall establish a Secretariat within the Company to perform duties
such as submission of the necessary materials when the committee conducts its study.
(b) The Independent Committee shall be able to receive the advice of outside experts including
attorneys and certified public accountants at the expense of the Company.
2. Introduction of Candidates for Member of the Independent Committee
The Independent Committee shall be a temporarily established body, and some committee
members shall be appointed at the time the committee is established.
This section introduces the outside director candidates who will become Independent Committee
members when appointed as outside directors by the Ordinary General Meeting of Shareholders.
Name
(Date of birth)
Brief history, position, duties and status as a representative at other companies
Masami Ishizaka
(December 5, 1939)
April 1963
July 1992
June 1993
July 1994
July 1995
July 2004
May 2005
September 2007
Joined the Ministry of Finance (MOF)
Director General, MOF Securities and Exchange Surveillance Commission
Director General, MOF Financial Bureau
Director General, Environment Agency Planning and Co-ordination Bureau
Administrative Vice Minister, Environmental Agency
Vice Chairman, The General Insurance Association of Japan
Director, Aeon Co., Ltd. (current position)
Chairman, Okura Zaimu Kyokai (current position)
Hideki Kurashige
(September 11, 1942)
April 1966
January 1993
November 1993
May 2000
October 2002
February 2004
October 2006
May 2007
December 2007
May 2008
Joined IBM Japan, Ltd.
Vice President, IBM Japan, Ltd.
Chairman and Representative Director, Price Waterhouse Consultants Co., Ltd.
Director and Advisor, Aeon Co., Ltd.
Chairman, IBM Business Consulting Services
President and Chief Operating Officer, Japan Telecom Co., Ltd.
President, RHJI Industrial Partners Asia, Inc.
Director, Aeon Co., Ltd. (current position)
Chairman, RHJ International Japan, Inc. (current position)
Representative Director & CEO, SigmaXYZ Inc. (current position)
Masaharu Ikuta
(January 19, 1935)
April 1957
June 1987
June 1994
June 2000
April 2003
April 2007
Joined Mitsui Steamship Co., Ltd. (now Mitsui O.S.K. Lines, Ltd.)
Director, Mitsui O.S.K. Lines, Ltd.
President, Mitsui O.S.K. Lines, Ltd.
Chairman, Mitsui O.S.K. Lines, Ltd.
President, Japan Post Service Co., Ltd.
Corporate Advisor, Mitsui O.S.K. Lines, Ltd. (current position)
16
Name
(Date of birth)
Brief history, position, duties and status as a representative at other companies
April 1967
Takejiro Sueyoshi
(January 3, 1945)
June 1994
April 1996
June 1998
July 2003
April 1969
March 1984
Keiichi Tadaki
(July 1, 1943)
December 1997
January 2002
June 2004
June 2006
June 2008
Joined The Mitsubishi Bank Ltd. (now The Bank of Tokyo-Mitsubishi UFJ,
Ltd.)
Director, The Mitsubishi Bank Ltd.
President, Bank of Tokyo-Mitsubishi Trust Company, New York
Deputy President, Nikko Asset Management Co., Ltd.
Special Advisor to the United Nations Environment Programme Financial
Initiative (current position)
Public Prosecutor, Tokyo District Public Prosecutors Office
Counselor of the Judicial System Division, Judicial System and Research
Department, Justice Minister’s Secretariat
Deputy Vice-Minister of Justice
Vice-Minister of Justice
Superintending Prosecutor, Tokyo High Public Prosecutors Office
Prosecutor-General
Registration as a private practice attorney
Note 1. Each of the above individuals fulfills the requirements for independence for outside
director as provided by the Company’s Nominating Committee, which are described below.
(a) Has not served in the past and currently is not serving as a director, operating officer
responsible for management operations, manager or other employee of the Company or
its subsidiaries.
(b) Possesses extensive experience as a CEO or other executive manager, or experience and
knowledge equivalent to such individuals.
(c) Is capable of making independent judgments concerning management of the Company.
(d) Is able to attend a majority of the Board of Directors meetings and committee meetings
of the Company.
Note 2. Hideki Kurashige served in the position of Director and Counselor of the Company from
May 2000 to March 2003, but is not involved in the execution of the Company’s business.
17
Attachment 4
Summary of the Stock Warrants
1. Shareholders eligible to receive the stock warrants and conditions of issuance
The Company will allocate stock warrants to shareholders who are recorded in the final register of
shareholders as of the Allocation Date of Record provided by the Company’s Board of Directors at
a ratio of one warrant per share of the Company’s common stock held by such shareholders
(however, excluding shares of the Company’s common stock held by the Company).
2. Class of stock to be used for the purpose of the stock warrants and number of shares
The class of stock to be used for the purpose of the stock warrants shall be common stock of the
Company, and the maximum total number of shares to be used for the purpose of the stock
warrants shall be 800,000,000 (eight hundred million) shares. The number of shares to be granted
per stock warrant (hereinafter referred to as “the Number of Granted Shares”) shall be the number
of shares provided separately by the Company’s Board of Directors. Provided, however, the
number of shares shall be adjusted as necessary if the Company executes a stock split or stock
consolidation.
3. Total of stock warrants to be issued
The total number of stock warrants to be allocated shall be the number provided separately by the
Company’s Board of Directors.
4. Issue price of the stock warrants
The stock warrants shall be free.
5. Type of assets and amount to be paid when each stock warrant is exercised
The type of assets and the amount to be paid when each stock warrant is exercised shall be cash of
one Japanese yen or more, with the amount to be determined by the Company’s Board of Directors.
6. Restriction on transfer of the stock warrants
Transfers of the stock warrants will require the approval of the Company’s Board of Directors.
7. Conditions for exercise of the stock warrants
The Board of Directors may establish conditions for exercise of the stock warrants that prohibit a
party belonging to a specified shareholder group that holds 20% or more of total voting rights
(hereinafter referred to as “a Large-scale Share Purchaser”) from exercising the warrants. The
Company’s Board of Directors shall prescribe the details separately.
8. Acquisition of stock warrants by the Company
(1) On the acquisition date provided separately by the Board of Directors, the Company shall be
able to acquire all of the stock warrants held by parties other than a Large-scale Share Purchaser
that have not been exercised by the business day before said acquisition date provided by the
Company’s Board of Directors, and exchange these stock warrants and deliver the Number of
Granted Shares of the Company’s stock for one (1) stock warrant.
(2) When it judges cancellation of the countermeasures based on this Policy to be appropriate, to
effect said cancellation the Company shall be able to cancel the allocation of stock warrants based
on a resolution of the Company’s Board of Directors by the fourth business day (assuming the
current fifth day settlement on a securities exchange; this will be revised on a sliding basis if the
current settlement day is changed; the same shall apply below) before the Allocation Date of
Record.
(3) When the Company’s Board of Directors judges that circumstances have occurred in which the
Company should cancel the countermeasures from the day after the fourth business day before the
18
Allocation Date of Record for the stock warrants, on an acquisition date provided separately by the
Company’s Board of Directors the Company shall be able to acquire all of the stock warrants held
by shareholders including a Large-scale Share Purchaser that have not been exercised by the
business day before said acquisition date provided by the Company’s Board of Directors, and
exchange these stock warrants and deliver the Number of Granted Shares of the Company’s stock
for one (1) stock warrant, to produce an effect similar to substantively cancelling the
countermeasures.
(4) The Company’s Board of Directors shall separately provide the other times when the Company
shall be able to acquire the stock warrants and the details including the acquisition conditions.
9. Non-issuance of certificates for the stock warrants
The Company shall not issue certificates for the stock warrants.
10. Exercise period of the stock warrants
The exercise period of the stock warrants shall be provided separately by the Company’s Board of
Directors.
11. Causes for extinguishment of the stock warrants
The causes for extinguishment of the stock warrants and other required matters shall be provided
separately by the Company’s Board of Directors.
End
19