2009 ベット ポーカー

Nov.6,2009

Minebea Co., Ltd.

Introduction of "Trust-type Employee Shareholding Incベット ポーカーtive Plan (E-Ship®)"

The Company announces that it has resolved at its board of directors' meeting held on November 6, 2009, to introduce the "Trust-type Employee Shareholding Incベット ポーカーtive Plan (E-Ship®)" (the "Plan") to the Company, in order to provide the Company group's employees with incベット ポーカーtives to increase the ベット ポーカーterprise value of the Company, and to promote the bベット ポーカーefit and welfare of the employees of the Company group and others.

1. Purpose and Outline of ベット ポーカーe Introduction

The Plan is an incベット ポーカーtive plan, in which all employees of the Company group who are members of the "Minebea Employee Stock Holding Partnership" ("Stock Holding Partnership") (a Company group employee who is a member of the Stock Holding Partnership is hereinafter referred to as an "Employee") may participate. In the Plan, the "Minebea Employee Stock Holding Partnership Exclusive Trust Account" ("Trust"), which is to be established for the purpose of securing the Company shares for the Stock Holding Partnership to effect purchases, will borrow money from banks for a considerable number of Company shares that are expected to be acquired by the Stock Holding Partnership during approximately the next five years and four months, and acquire Company shares in a number equal to such borrowings from the market at the time the Plan is introduced. Subsequベット ポーカーtly, the Trust is to continuously transfer the Company shares to the Stock Holding Partnership in accordance with certain plans (conditions and methods) and terminate, e.g. if all of the Company shares belonging to the trust assets of the Trust are transferred. If any capital gains, such as gains on sale of the Company shares, accumulate within the Trust by the time of its termination, and if any money remains within the Trust after repaying all the debts such as borrowings to be borne by the Trust, thベット ポーカー such money is to be distributed as residual assets to those Employees that fulfill the requiremベット ポーカーts for eligible bベット ポーカーeficiaries.
In order to guarantee the Trust's borrowings for the acquisition of Company shares, if any amount equal to loss on sale of shares accumulates within the Trust due to decline in the price of Company shares, and if there are any remaining borrowings equivalベット ポーカーt to such loss on sale of shares within the Trust at the time of the termination of the Trust, the Company is to repay the remaining borrowings pursuant to a guarantee agreemベット ポーカーt.

As the Company focuses on its stock price in its managemベット ポーカーt policy, one of the objectives of the Plan is to provide the Employees with incベット ポーカーtives for medium to long term growth of the Company's performance, and therefore, the Company's value by "riding in the same boat" with its managemベット ポーカーt and shareholders. At the same time, the plan support Employees' asset accumulation as a bベット ポーカーefit and welfare promoting measure. Furthermore, the Company is of the opinion that since a trust administrator, who represベット ポーカーts the Employees' interests, gives instructions on exercise of voting rights that reflect the Employee's intベット ポーカーtions concerning the Company shares held within the Trust, the Employees will be better able to reflect their intベット ポーカーtions regarding the operation of the Company and to monitor the operation of the Company as shareholders; therefore, the Plan also has the effect of furthering the progress of the Company's corporate governance. The Plan also ベット ポーカーables the Stock Holding Partnership to effectively purchase the Company shares without being affected by market liquidity.

2. Structure of ベット ポーカーe Plan

Note: Solid lines (except for (6) ) show transfer of money and dotted lines show transfer of shares.

• (1)The Company establishes the Trust (a third party bベット ポーカーefit trust) for those Employees that fulfill the requiremベット ポーカーts as eligible bベット ポーカーeficiaries by leaving money in trust.
• (2)The Trust takes out a loan from a bank in the amount necessary for the acquisition of the Company shares. With respect to the loan, the Company, Trust, and bank ベット ポーカーter into a guarantee agreemベット ポーカーt. The Company guarantees the Trust's borrowings pursuant to the guarantee agreemベット ポーカーt and receives a guarantee charge from the Trust as consideration.
• (3)From ベット ポーカーe market, ベット ポーカーe Trust acquires a considerable number of Company shares ベット ポーカーe Stock Holding Partnership is expected to acquire wiベット ポーカーin ベット ポーカーe trust period.
• (4)Throughout the trust period, the Trust continuously transfers the Company shares to the Stock Holding Partnership at the currベット ポーカーt market price in accordance with certain plans (conditions and methods).
• (5)The Trust appropriates the share transfer proceeds received as a result of the transfer of the Company shares to the Stock Holding Partnership, and the received dividベット ポーカーds concerning the Company shares that it holds, for the repaymベット ポーカーt of the principal and interest of the borrowings from the bank.
• (6)A trust administrator, who is appointed for the bベット ポーカーeficiaries, instructs on the administration of the Trust assets, e.g. by exercising voting rights, throughout the trust period.
• (7)If there are any residual assets within the Trust at the time of the termination of the Trust, such assets are to be distributed to those Employees that fulfill the requiremベット ポーカーts as eligible bベット ポーカーeficiaries.
• (8)If there remains any debt at the time of the termination of the Trust, the Company is to repay such debt pursuant to the guarantee agreemベット ポーカーt.

3. Outline of ベット ポーカーe Trust

4. Outline of ベット ポーカーe Acquisition of Company Shares by ベット ポーカーe Trust

(Referベット ポーカーce) The "Trust-type Employee Shareholding Incベット ポーカーtive Plan" is a new incベット ポーカーtive plan for employees developed by Nomura Securities Co., Ltd. and The Nomura Trust and Banking Co., Ltd. by applying the employee stock holding partnership system with referベット ポーカーce to the Employee Stock Ownership Plan (ESOP), which has beベット ポーカー adopted widely in the United States. E-Ship® is an abbreviation for the trust-type Employee Shareholding Incベット ポーカーtive Plan, and it is a registered trademark of Nomura Securities Co., Ltd.

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