Abolition of Measures Against Mass Acquisition of Fuji Oil Shares (Anti-Takeover Measures)
In the 85th annual general meeting of shareholders held on June 26th, 2013, Fuji Oil obtained the approval of shareholders to implement a plan called Measures Against Mass Acquisition of Fuji Oil Shares (hereinafter “Anti-Takeover Measures”). The implementation period for these Anti-Takeover Measures is to last until the conclusion of the Fuji Oil annual general meeting of shareholders scheduled to be held in June 2016 concerning business in the company’s 88th fiscal year.
At a Fuji Oil board meeting held on December 18th, 2015, a resolution was adopted not to renew the Anti-Takeover Measures, and to abolish them as of the conclusion of the forthcoming annual general meeting of shareholders. The details are as follows.
Fuji Oil implemented the Anti-Takeover Measures in order to secure and increase our corporate value and thus profitability for our shareholders and increase.
Furthermore, Fuji Oil board meetings have considered changes to, and the sustainability of, the Anti-Takeover Measures from the perspective of sustained and increasing corporate value and profits for shareholders, and the perspective of the state of affairs concerning such measures to prevent a takeover.
In light of the changes that have taken place in areas including the business environment in which Fuji Oil finds itself after the implementation of the Anti-Takeover Measures, the company switched to a pure holding company structure with the establishment of new company through a corporate split as of October 1st, 2015. In order to ensure the success of the “Renaissance Fuji 2017” midterm management plan (2015 – 2017), Fuji Oil considers its most important responsibility and objective to be the continued construction of a global management structure, and in order to ensure increased corporate value as well as long-term, sustained profits for shareholders and all other stakeholders, the judgment was reached that the Anti-Takeover Measures were of relatively lower importance than they had previously been for Fuji Oil. Based on this judgment, the board meeting held on December 18th, 2015, yielded a resolution to abolish these Anti-Takeover Measures as of the conclusion of the annual general meeting of shareholders for the company’s 88th fiscal year of business scheduled to be held in June 2016.
If, after the abolition of these Anti-Takeover Measures, a large-scale acquisition of Fuji Oil shares is seen, the company shall make all efforts to gather the information required for our stakeholders to make an appropriate decision as well as disclose relevant information, and appropriate measures shall be taken within the scope permitted by the law and the Fuji Oil articles of incorporation.
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