Note: This document is a translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

February 13, 2017

Name of the Company: ASICS Corporation

President and CEO, Representative Director: Motoi Oyama Code Number: 7936 Listing Exchange: Tokyo

Announcement Concerning Revision of Policy toward Large-Scale Purchase of Shares of ASICS (Anti-Takeover Measures)

ASICS Corporation (Headquarters: Kobe, Japan; President: Motoi OYAMA; hereinafter, the "Company") introduced a policy toward the purchase, etc. of share certificates, etc. of the Company at the meeting of its Board of Directors held on March 16, 2007, and since then, the Company has continued to revise and continue the Policy toward Large-Scale Purchase of Shares of the Company (the "Current Policy") following the approval by resolution at three Ordinary General Meetings of Shareholders thus far.

We hereby announce that since the effective term of the Current Policy will expire as of the conclusion of the Ordinary Meeting of Shareholders scheduled to be held on March 29, 2017 (hereinafter, the "General Meeting"), the board of directors of the Company (the "Board of Directors"), at its meeting held on February 13, 2017, carried a resolution unanimously among the eight Directors present, including four Independent Outside Directors, to propose to the General Meeting the revision of a part of the Current Policy and the continuation thereof as the "Policy toward Large-Scale Purchase of Shares of the Company" (the "Policy"), after the Company reviewed the Current Policy, taking into consideration the Company's management environment, the direction of discussions concerning the anti-takeover measures and the opinions of the shareholders of the Company.

All four Audit & Supervisory Board Members of the Company have agreed to the Policy.

The Company has not received any notice or proposal for large-scale purchase of the Company's shares from a specific third party at this moment.

The Policy calls for revising the Current Policy to prevent the Board of Directors from reaching arbitrary judgments and to secure a scheme to reflect the will of the shareholders of the Company. The major points for revision in the Policy are as follows.

  1. Revision of the body that makes decisions with respect to taking countermeasures to the General Meeting of Shareholders as a general rule

  2. Limitation on the requirements for taking countermeasures

  3. Revision of the composition of the Independent Committee to Independent Outside Directors

  4. Revision of the number of shares to be issued upon the exercise of one (1) stock acquisition right by allotment without consideration

  5. Other necessary revisions and wording rearrangements

    【Reference】Major Items and Points of Revision regarding Anti-Takeover Measures

    Major items

    Applicable provisions

    Current

    After revision

    Composition of Independent Committee

    Ⅴ 2.(4)

    and Exhibit 2

    Three (3) independent external specialists

    Three (3) Independent Outside Directors

    Body to make decisions with respect to taking countermeasures

    Ⅴ 3. (3)

    As a general rule, Board of Directors

    As a general rule, General Meeting of Shareholders

    Requirements for taking countermeasures

    Ⅴ 3. (3)

    1) Cases which coincide with either

    (i) any one for the four categories of hostile takeover where anti-takeover measures may be exercised, ruled by the Tokyo High Court (*), or (ii) the coercive two-tier purchase (**)

    Number of shares to be issued upon the exercise of one (1) stock acquisition right by allotment without consideration

    2. of Exhibit 3

    The number separately determined by the Board of Directors of the Company

    One (1) share

    1. Cases where the relationships with stakeholders are impaired and thereby the corporate value and common interests of the shareholders of the Company are seriously impaired

    2. Cases where the conditions of purchase, etc. are extremely inadequate or inappropriate in light of the Company's corporate value

    3. Cases where a Large-Scale Purchaser fails to comply with the Large-Scale Purchase Rules

      1. Cases which coincide with either (i) any one for the four categories of hostile takeover where anti-takeover measures may be exercised, ruled by the Tokyo High Court (*), or (ii) the coercive two-tier purchase (**)

      2. Cases where a Large-Scale Purchaser fails to comply with the Large-Scale Purchase Rules

      "Large-Scale Purchase"

      Ⅴ 1. (2)

      Act of purchase resulting in a Voting Rights Ratio of 20% or greater

      (No change)

      Information Providing Period requested of Large-Scale Purchasers

      Ⅴ 2.(2)

      Maximum of 60 days

      Board Assessment Period

      Ⅴ 2. (3)

      ・60 days (only in the case of the

      purchase of all shares of the Company by a tender offer where the consideration shall be paid in cash (Japanese yen))

      ・90 days (in the case of any other

      Large-Scale Purchase)

      ・Extendable up to 120 days

      Details of countermeasures

      Ⅴ 3. (3)

      Limited to stock acquisition rights by allotment without consideration

      Body to make decisions on introduction and continuation

      Ⅴ 5. (1)

      General Meeting of Shareholders

      Effective term

      Ⅴ 5. (2)

      Three (3) years

      Body to make decisions on revision and abolishment

      Ⅴ 6. (4)

      ・Revision/abolishment is allowed

      based on a resolution of a General Meeting of Shareholders

      ・Abolishment is allowed based on

      a resolution by the Board of Directors

      Acquisition provision regarding stock acquisition rights, pursuant to which cash is delivered in consideration of the stock acquisition rights held by Persons Not Entitled to Exercise

      7. of Exhibit 3

      Prohibited

      * For details please refer to (i) through (iv) of V 3. (3) 1)

      ** For the coercive two-tier purchase please refer to V 3. (3) 2)

      The above table provides a list of outlines of major items of anti-takeover measures and is prepared for the purpose of providing explanations to the shareholders of the Company. Please refer to the following main text for the precise details of anti-takeover measures.

      1. Basic Policy Regarding Control of the Company

        The Company, as a listed company, respects freedom to trade the shares of the Company on the market. Therefore, the Company does not necessarily reject even the so-called "hostile takeover," which is carried out without the consent of the Board of Directors, as long as the takeover contributes to the corporate value and the common interests of the shareholders of the Company. The Company considers that the decision whether the shares of the Company should be sold in response to a large-scale purchase, etc. of the Company's shares by a specific person or not should be in the end entrusted to the shareholders of the Company.

        Meanwhile, rooted in the good relationships built with stakeholders, including shareholders, customers, business partners and employees, the Company and the Company Group considers its strength to be trust in its "technology," "products," and "brand" cultivated over many years in business fields centered on sports, and believes its maintenance and promotion will contribute to ensuring and improving the corporate value and the common interests of the shareholders of the Company. As a result, the Company believes that it would be inappropriate for a person who controls the decision-making of financial and business policies of the Company not to have sufficient information and understanding concerning these matters, since the corporate value and the common interests of the shareholders of the Company that can be realized in the future may be damaged in such case.

      2. ASICS SPIRIT

      Since our foundation in 1949 as Onitsuka Shokai, aiming at making a contribution to the sound growth of juveniles through sports, with the founding philosophy of "A sound mind in a sound body." and with the corporate philosophy of "providing valuable products and services to all of our customers through sports," the Company has thoroughly pursued what customers need and has insisted on technology and craftsmanship so that the Company can be of assistance to those who play sports, all people who love sports and people who desire to be healthy all over the world.

      In 1977, at the time of a merger with two companies in the same industry, the Company changed its corporate name to ASICS Corporation (ASICS), by taking the initial letters of the Latin version of the Company's founding philosophy "Anima Sana In Corpore Sano," and has striven to develop the company's business.

      The "ASICS SPIRIT" is the systemization of the Company's corporate spirit, including the founding philosophy and the corporate philosophy.

      The specific "ASICS SPIRIT" is as follows.

      ASICS SPIRIT

      Founding philosophy

      Anima Sana In Corpore Sano = "A sound mind in a sound body."

      Corporate philosophy

      1. Provide valuable products and services through sport to all our customers

      2. Fulfill our social responsibility and help improve conditions for communities around the world

      3. Share profits brought by our sound services with our shareholders, communities and employees

      4. Maintain a spirit of freedom, fairness and discipline, respectful of all individuals

      Vision

      Create Quality Lifestyle through Intelligent Sport Technology

      Values

      1. Respect Rules

      2. Be Courteous

      3. Be Persistent

      4. Work as One Team

      5. Be Prepared

      6. Learn from Failure

    Asics Corporation published this content on 17 February 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 20 February 2017 08:57:13 UTC.