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Adoption of Anti-Takeover Measures

Adoption of Anti-Takeover Measures

NEC does not adopt anti-takeover measures.

Policy on the Control over NEC

NEC believes that the ultimate decision as to the person who should control the financial and business policy of NEC shall be made by the shareholders of NEC. However, in the event that a person or entity (the "Proposer") proposes to purchase the substantial number of the shares of NEC with an intent to control NEC or proposes the takeover of NEC, NEC believes it is the responsibilities of the Board of Directors (i) to request the Proposer to provide appropriate information on the reasonableness of the consideration and other conditions of the proposal and the influence such action may have on the management policy and business plan of NEC, (ii) to evaluate the information provided and consider whether such proposal has merit in promoting the corporate value of NEC and the common interest of the shareholders, and (iii) to express the opinion of NEC for purposes of assisting the shareholders to make decisions whether or not to accept the proposal. In addition, NEC believes that, in the particular circumstances, it may be required to negotiate with the Proposer or to present alternative proposals to the shareholders.
Currently, NEC has not adopted a policy of defensive measures that will become effective when a proposal is made by a Proposer. It is NEC's intention, however, that if (i) the sufficient information is not provided by the Proposer, (ii) the shareholders are not afforded the time sufficient to consider the proposal or (iii) NEC decides that the proposal would have an adverse effect on the corporate value of NEC or the common interest of the shareholders, NEC will decide and implement reasonable countermeasures that are practicable at the time of the proposal and acceptable to the shareholders.