Prepress

Renewal of Countermeasures to Large-Scale Acquisitions of Seiko Epson Shares

Thursday 28. April 2011 - (Takeover Defense Measures)

Seiko Epson Corporation (the “Company”) resolved at its board of directors meeting held on April 30, 2008 to introduce its plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) (the “Existing Plan”), subject to shareholder approval, for the purpose of ensuring and enhancing the Company’s corporate value and the common interests of its shareholders. The introduction was approved by the shareholders at the 66th ordinary general meeting of shareholders of the Company held on June 25, 2008.
As the Existing Plan is effective until the conclusion of the 69th ordinary general meeting of shareholders of the Company to be scheduled on June 20, 2011 (the “Annual Shareholders Meeting”), the Company has considered the Existing Plan, including whether to renew the Existing Plan, from the viewpoint of maintaining and enhancing the common interests of shareholders and the Company’s corporate value. As a result, the Company hereby announces the decision at the meeting of its board of directors held today to renew its plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) with certain changes to the terms of the Existing Plan (the renewed plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures), the “Plan”), subject to shareholder approval at the Annual Shareholders Meeting, as a measure (Article 118, Item (3)(b)(ii) of the Enforcement Regulations of the Companies Act) to prevent decisions on the Company’s financial and business policies from being controlled by persons viewed as inappropriate under the basic policy regarding the persons who control decisions on the Company’s financial and business policies (defined in the main text of Article 118, Item (3) of the Enforcement Regulations of the Companies Act; the “Basic Policy”) in light of changes in circumstances after the introduction of the Existing Plan and the report on “Takeover Defense Measures in Light of Recent Environmental Changes” published on June 30, 2008 by the Corporate Value Study Group (the “Corporate Value Study Group2) established at the Ministry of Economy, Trade and Industry.
Other examples of non-financial assistance are as follows:
Changes to the procedures for the requirement for Acquirers to provide information;
Changes to clarify the decision-making process for recommendations by the Special Committee for the implementation or non-implementation of the gratis allotment of Stock Acquisition Rights taking into account the report on Takeover Defense Measures in Light of Recent Environmental Changes published on June 30, 2008 by the Corporate Value Study Group;
Required changes following the move to “paperless shares” in accordance with the enforcement of the “Act for Partial Revision of the Acts on Transfer of Bonds, etc. for Achieving Rationalization of Settlements for Transactions of Shares, etc.” (Act No. 88 of 2004); and
Other changes in wording, expressions, etc.
All five of the Company’s statutory auditors including the three outside auditors were in attendance at the meeting of the Company’s board of directors to fix the Plan, and the implementation of the Plan was approved subject to the specific operation of the Plan being carried out appropriately.
Major shareholders of the Company as of March 31, 2011 are listed in the exhibit. Please note that the Company has not received any notice or proposal of a large-scale acquisition of shares in the Company from a specific third party to date.