Renewal of Countermeasures to Large-Scale Acquisitions of Seiko Epson Shares (Takeover Defense Measures)

 

- TOKYO, Japan, April 30, 2014 -

Seiko Epson Corporation (the "Company") introduced a plan for countermeasures to large-scale acquisitions of the shares in the Company (takeover defense measures) with the approval of shareholders at the 66th ordinary general meeting of shareholders of the Company held on June 25, 2008, for the purpose of ensuring and enhancing the Company's corporate value and the common interests of its shareholders. At the 69th ordinary general meeting of shareholders of the Company held on June 20, 2011, when the effective period of the plan for countermeasures was to expire, the Company received approval from shareholders for the renewal of the plan for countermeasures with certain changes (the renewed plan for countermeasures: the "Existing Plan").

As the Existing Plan is effective until the conclusion of the 72nd ordinary general meeting of shareholders of the Company to be scheduled on June 24, 2014 (the "Annual Shareholders Meeting"), the Company has considered the Existing Plan, including whether to continue 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) (the renewed plan for countermeasures: 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").

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.

In formulating the Plan, formal wording changes were made to the Existing Plan, but with no substantial change made.

Major shareholders of the Company as of March 31, 2014 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.

Please click here for full details of the countermeasures. PDF (400KB)

About Epson
Epson is a global innovation leader dedicated to exceeding expectations with solutions for markets as diverse as the office, home, commerce and industry. Epson's lineup ranges from inkjet printers, printing systems and 3LCD projectors to industrial robots, smart glasses and sensing systems and is based on original compact, energy-saving, and high-precision technologies.
Led by the Japan-based Seiko Epson Corporation, the Epson Group comprises more than 73,000 employees in 94 companies around the world, and is proud of its ongoing contributions to the global environment and the communities in which it operates.
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