Takeover Defense Measure
Basic policy regarding what and how a person controlling decisions on financial and business policies of AKEBONO BRAKE INDUSTRY CO., LTD. (hereinafter referred to as the “Company”) should be
The board of directors of the Company believes that since we, as a public corporation, allow the free purchase and sale of shares of the Company, the shareholders of the Company should be entrusted to make the final decision regarding whether or not to accept a bulk purchase of shares by a specific person.
However, to improve the corporate value of the Group in the future, the management of the Company from a medium-term and long-term perspective is indispensable, and for such purpose, not to mention keeping good relationships with customers, business partners, employees and the community, business operations based on a deep understanding of the Group, such as utilizing the most of various specialized and technical know-how that the Company has accumulated since the establishment of the Company in 1929, is essential.
Also, it is indispensable that the shareholders of the Company be provided with appropriate and sufficient information by both a purchaser and the board of directors of the Company in order to appropriately determine, within a short period of time, whether or not the purchase price of the Company's shares proposed by the purchaser is reasonable, when a bulk purchase of shares is suddenly made. In addition, we believe that information regarding the impact of the purchase on the Company, the management policy and the business plans that the purchaser wishes to adopt if the purchaser participates in the management of the Company, and the opinion of the board of directors of the Company toward the purchase, etc. is material to the decision making process of the shareholders of the Company who intend to hold the Company's shares continuously in respect of whether or not to continue to hold such shares.
Taking the above into account, we believe that a bulk purchaser should provide the board of directors of the Company in advance necessary and sufficient information regarding the purchase and should wait until a certain assessment period elapses, in accordance with certain reasonable rules established and disclosed in advance by the Company for the benefit of the decision-making process of the shareholders of the Company. We also believe that it is necessary to take such measures as the board of directors of the Company deems appropriate in accordance with such reasonable rules against a purchase that is in breach of the said rules to protect the common interests of the shareholders of the Company.
Since we consider that the final decision on whether or not to sell or purchase shares of the Company in acceptance of any bulk purchase to the decision of the shareholders shall be left to the shareholders of the Company who hold the shares of the Company, we believe in principle that it is desirable to directly confirm the intentions of the shareholders of the Company at a general meeting of shareholders of the Company on the adoption, continuance or abolishment of the policy toward the relevant bulk purchase or whether or not any specific countermeasure based on the relevant policy shall be commenced.
Continuation of Policy toward Bulk Purchase of Shares and Other Securities of the Company
At the meeting of the Company's board of directors held on May 7, 2007, the Company determined a basic policy regarding what and how a person in control of decisions on the Company's financial and business policies should be (hereinafter referred to as the "Basic Policy") and adopted a policy toward any possible bulk purchases of shares and other securities of the Company (hereinafter referred to as the "Plan") as an effort to prevent the Company's financial and business policies from being controlled by a person who is inappropriate in accordance with the Basic Policy, which was approved by the shareholders at the Company's 106th annual general meeting of shareholders held on June 21, 2007.
The continuance of the Plan has been also approved by the shareholders at the Company's annual general meetings of shareholders held after the said general meeting of shareholders.
The Plan has been approved by the 114th annual general meeting of shareholders held on June 16, 2015.
It is valid until the next 115th annual general meeting of shareholders will be scheduled by June 30, 2016.
Please go to the following link for the contents of the Basic Policy, the special efforts to realize the Basic Policy and the Plan.