2011

Announcement Concerning Renewal of Takeover Defense Measures Against Large-Scale Purchases of the Company’s Shares (Defense Measures Against Takeover Bids)

Announced: May 13, 2011

Published: Jun. 6, 2011

Company name: TOYO INK SC HOLDINGS CO., LTD.

Representative: Katsumi Kitagawa, President & Representative Director

Stock code: 4634, Tokyo Stock Exchange First Section

Inquiries: Toshihiko Nobe, General Manager of the General Affairs Dept.

TEL: 81-3-3272-5731

Toyo Ink SC Holdings Co., Ltd. (“Company”) announced on May 16, 2008 that a meeting of its Board of Directors held on that day made a decision on specific details about countermeasures against attempts to acquire the Company’s shares beyond a certain limit by a certain shareholder or group of shareholders (“Original Measures”). The agenda concerning the revision of corporate charters in connection with the introduction of defense measures against takeover bids, etc. and the agenda concerning the introduction of the Original Measures were approved and adopted at the 170th general meeting of shareholders held on June 27, 2008. The Original Measures are valid until the close of the 173rd general meeting of shareholders to be held in June 2011.
In light of changes in the economic and social situation and circumstances, progress in discussions about defense measures against takeover bids, and other factors, the Company has further examined the content of the Original Measures and the merits of extending the Original Measures as an expedient to maintain and improve the corporate value of the Company, its subsidiaries, and affiliated companies (collectively, the “Group”) and to protect the common interests of shareholders.
As a result of the examination, the Company announces that all directors of the board resolved by unanimous consent at a meeting of the Company’s Board of Directors held on May 13, 2011 to partially review the Original Measures and then adopt revised measures against large-scale purchases of the Company’s shares (defense measures against takeover bids, hereinafter the “Measures”), conditional on the approval by resolution of the shareholders in a general meeting, and to submit as an agenda item the approval of the introduction of the Measures to the 173rd general meeting of shareholders to be held on June 29, 2011.

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Update: Jun. 6, 2011