Epson 2014 Annual Report Download - page 44

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directors regarding alternative proposals, disclosing information to shareholders, and negotiating with
parties intending to make acquisitions. The special committee shall advise the Epson board of directors
regarding the necessity of anti-takeover measures, and the Epson board of directors shall promptly
accept or reject a resolution to invoke preventive measures, paying the utmost consideration to that
advice.
Since the Plan was to be in force until the close of the June 24, 2014 general shareholders’ meeting, the
Company decided to renew the Plan, subject to shareholder approval at the general shareholders’
meeting.
(3) Decisions made by the Epson board of directors regarding specific actions and the justification
for those decisions
The actions described in (2) 1) above were specifically formulated to enhance both Epson’ s corporate value
and the common interests of its shareholders in a continuous and sustained manner. These actions support
the basic policy.
As well as having been introduced and updated in order to ensure and enhance corporate value and the
common interests of shareholders, the Plan is in accordance with the basic policy outlined in (1) above.
Specifically, the Plan guarantees fairness and objectivity, is reasonable, and supports Epson’ s corporate
value and the common interests of its shareholders because, among other things, a) it was introduced (and
updated) after being approved by shareholders at the general shareholders’ meeting; b) it contains
provisions for reasonable and objective implementation; c) a special committee comprising members with a
high degree of independence from Epson management was established and activation of the Plan is subject
to the assessment of that special committee; d) the special committee may solicit expert opinions from third
parties at Epson’ s expense; and e) the Plan was determined to be valid for approximately three years and
may be abolished by the board of directors at any time. The Plan is not for keeping Epson executive
officers in their posts.
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