Asics : Notice Concerning Establishment of Basic Policy on Corporate Governance

Notice Concerning Introduction of Stock Options as Compensation 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.

Name of the Company: ASICS Corporation

March 28, 2016

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

Notice Concerning Establishment of Basic Policy on Corporate Governance

ASICS Corporation (hereinafter, the "Company") is pleased to announce the establishment of the Basic Policy on Corporate Governance. The details are as follows:

1. Purpose of Establishment

   The ASICS Group (hereinafter, the "Group") establishes the "Basic Policy on Corporate Governance" (hereinafter the "Policy") in accordance with the "ASICS SPIRIT" and "ASICS CSR Policy" to realize continual improvement of corporate value at a global level.

   
   

2. Basic Concept on Corporate Governance

   The Group aims for corporate governance so that it can continually raise corporate value and realize an expeditious and highly transparent management conducive to a company that can be relied on by all its stakeholders, particularly its shareholders. As part of this, while working on the development of business management systems, the Group strives for enhancement of the supervision and audit function of corporate management and enhancement of internal control, the rigorous application of compliance, the improvement of transparency of management activities, and other efforts, and it exercises care to reflect the viewpoint of shareholders in management.

   
   

   Moreover, the Group's basic policy on corporate conduct is to conduct business operations in line with the "Corporate Philosophy" set forth below in order to realize its vision to "Create Quality Lifestyle through Intelligent Sport Technology" based on the founding philosophy stated in ASICS SPIRIT, "Anima Sana In Corpore Sano: A sound mind in a sound body."

   • Provide valuable products and services through sport to all our customers

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

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

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

3. Composition

Chapter 1 Outline

Chapter 2 Relations with Shareholders and Other Stakeholders

Chapter 3 Ensuring Appropriate Information Disclosure and Transparency Chapter 4 Responsibilities of the Board

ASICS Corporation Basic Policy on Corporate Governance

Chapter 1 Outline

1. Objective

   The ASICS Group (hereinafter, the "Group") establishes the "Basic Policy on Corporate Governance" (hereinafter the "Policy") in accordance with the "ASICS SPIRIT" and "ASICS CSR Policy" to realize continual improvement of corporate value at a global level.

   
   

2. Basic Concept on Corporate Governance

   The Group aims for corporate governance so that it can continually raise corporate value and realize an expeditious and highly transparent management conducive to a company that can be relied on by all its stakeholders, particularly its shareholders. As part of this, while working on the development of business management systems, the Group strives for enhancement of supervision and the audit function of corporate management and internal control, the rigorous application of compliance, the improvement of transparency of management activities, and other efforts, and it exercises care to reflect the viewpoint of shareholders in management.

   Moreover, the Group's basic policy on corporate conduct is to conduct business operations in line with the "Corporate Philosophy" set forth below in order to realize its vision to "Create Quality Lifestyle through Intelligent Sport Technology" based on the founding philosophy stated in ASICS SPIRIT, "Anima Sana In Corpore Sano: A sound mind in a sound body."

   • Provide valuable products and services through sport to all our customers

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

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

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

Chapter 2 Relations with Shareholders and Other Stakeholders

1. Basic Policy

   In order to continually develop with society, the Company listens to and engages in dialogue with its stakeholders, including its shareholders, and through understanding and respecting their respective interests and the expectations placed on it, the Company is building a relationship of mutual trust and a partnership that is valuable to both parties. (General Principle 5)

   
   

2. Relations with Shareholders

1. Significance of the General Meeting of Shareholders

   The General Meeting of Shareholders is the supreme decision-making body in the Company, and it must reflect the decision of shareholders appropriately. (1.2)

2. Securing the Rights of Shareholders

   The Company effectively secures the rights of all shareholders, including foreign shareholders and minority shareholders, and it secures effective equal treatment of shareholders by, for example, implementing the following measures:

   • Providing procedures for the exercise of rights of shareholders such as minority shareholders in the Share Handling Regulations

   • Setting a date for the General Meeting of Shareholders to enable a greater number of shareholders to attend

   • Making efforts to send a notice of convocation earlier, and before sending it, it is disclosed by electronic methods such as by posting it on the Company's website.

   • Ensuring a highly convenient environment for exercising voting rights through the implementation of a system for exercising voting rights via the Internet and the Electronic Voting Platform.

   • Disclosing a reasonable scope of information in English to ensure foreign shareholders' smooth exercise of voting rights (General Principle 1, 1.2.2, 1.2.3)

     
     

3. Dialogue with Shareholders

   The Company establishes Disclosure Policy, strives to disclose information to stakeholders including shareholders and, by doing so, strives to contribute to constructive dialogue. Moreover, in addition to appointing a Director to be in charge of investor relations ("IR"), the Company designates the Corporate Strategy Department as a division in charge of IR.

   Taking the request and interests of shareholders into consideration, to the extent reasonable, the Representative Director, President and CEO; the Director in charge; or the person in charge of IR in the Corporate Strategy Department will take action regarding interviews with shareholders. (5.1, 5.1.1)

   
   

4. Basic Strategy for Capital Policy

   The Company carries out management by setting Group management targets based on net sales, operating income ratio, and return on equity (ROE).

   Moreover, the Company recognizes the return of profit to shareholders as one of the management's top priorities and makes it a basic strategy to provide dividends corresponding to the revenue situation while giving consideration to putting the Company on a firmer footing, developing future business, and other matters. (1.3)

   
   

5. Basic Policy on Cross-Shareholdings

1) Policy on Cross-Shareholdings

The Company engages in cross-shareholdings to build and strengthen business relationships and generate synergies.

With regard to major cross-shareholdings, the Company performs comprehensive examination