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Takeover Defense Measures

Basic policy regarding treatment of those who control decisions on Akebono's financial and business policies

Akebono is a publicly-traded company whose shares can be freely bought and sold. Therefore, regarding whether to sell its shares in response to a specific person's offer to purchase a significant amount of shares, its Board of Directors considers that the final decision should be left to each shareholder.

However, it is essential to conduct corporate management from mid- to long-term perspectives to continuously enhance the Akebono Group's future corporate value. For this reason, business operations based on an in-depth understanding of the Akebono Group are required. For example, it is necessary to maintain good relationships with customers, suppliers, associates, and regional communities, and use various specialized technical know-how that Akebono has gained since its foundation in 1929.

When an offering is suddenly made for the purchase of a significant number of shares, shareholders need to make an appropriate decision within a short period of time regarding whether the acquisition price of Akebono shares that the purchaser proposes is appropriate. Therefore, it is also essential that both the purchaser and Akebono's Board of Directors adequately provide shareholders with necessary and sufficient information. In addition, other information (e.g., effects of the purchase on Akebono, changes that may be made to management policies and business plans after the purchaser's participation in Akebono's management, and opinions of Akebono's Board of Directors regarding the purchase) is considered to be important for making a judgment, even for those who consider continuously holding Akebono shares.

Therefore, Akebono requires that the purchaser of a significant number of shares provide Akebono's Board of Directors with an adequate amount of necessary information about the purchase offer in advance and wait for a certain period of time until the Board of Directors can assess the purchase in accordance with certain rational rules that Akebono sets and presents in advance so that shareholders can make appropriate decisions. To deal with purchases offered in violation of these rational rules, Akebono also considers it necessary to take measures that the Board of Directors consider appropriate under these rules so that Akebono shareholders' common interests can be protected.

As described above, regarding whether to sell Akebono shares in response to a specific person's offer to purchase a significant number of shares, Akebono considers that the final decision should be left to each shareholder. Therefore, regarding whether to adopt, continuously take, or abolish these measures in relation to such offer and to launch specific countermeasures based on the said measures, Akebono considers it basically desirable to directly confirm the intentions of shareholders at its shareholders meeting.

Continuous adoption of measures concerning the purchase of a significant number of Akebono shares, etc.

At the Board of Directors meeting held on May 7, 2007, the basic policy regarding how to treat those who control the decisions on Akebono’s financial and business policies (hereinafter the “Basic Policy”) was resolved. At the same time, in accordance with the Basic Policy, the measures related to the purchase of a significant amount of Akebono shares, etc. (hereinafter the “Plan”) were resolved as being activities to prevent inappropriate persons from controlling the decisions on Akebono’s financial and business policies. At the 106th annual general meeting of shareholders held on June 21, 2007, these measures were approved by Akebono shareholders. In addition, at the annual general meeting of shareholders held thereafter, shareholders approved the continuance of the Plan.

At the Board of Directors meeting held on May 8, 2018, Akebono decided to continuously carry out the Plan on the condition that this decision would be approved by shareholders at the 117th annual general meeting of shareholders held on June 15, 2018. Then at this annual general meeting of shareholders, the agenda item 3 “Continuance of takeover defense measures” was approved.

Based on its shareholders’ opinions, Akebono strives to further increase its corporate value and shareholder interests.