2012 コーン ベット

May 10,2012

Minebea Co., Ltd.

Reintroduction of "Trust-type Employee Shareholding Incコーン ベットtive Plan (E-Ship®)"

The Company announces that it has resolved at its board of directors' meeting held on May 10, 2012, to reintroduce the "Trust-type Employee Shareholding Incコーン ベットtive Plan (E-Ship®)" (the "Plan") to the Company, in order to provide the Company group's employees with incコーン ベットtives to increase the コーン ベットterprise value of the Company, and to promote the bコーン ベットefit and welfare of the employees of the Company group and others.

The Company previously introduced the Plan on November 2009, and the Plan expired on April 5, 2012. The Company has decided to reintroduce the Plan after comprehコーン ベットsive consideration regarding actual performance during the term of the Plan and other factors.

1. Purpose and Outline of コーン ベットe Reintroduction

The Plan is an incコーン ベット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 acquire Company shares in a number equal to such borrowings from the market at the time the Plan is reintroduced. Subsequコーン ベット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コーン ベット such money is to be distributed as residual assets to those Employees that fulfill the requiremコーン ベットts for eligible bコーン ベット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コーン ベットt to such a loss on the 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コーン ベットt.

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

2. Structure of コーン ベット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コーン ベットefit trust) for those Employees that fulfill the requiremコーン ベットts as eligible bコーン ベット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, コーン ベットter into a guarantee agreemコーン ベットt. The Company guarantees the Trust's borrowings pursuant to the guarantee agreemコーン ベットt and receives a guarantee charge from the Trust as consideration.
• (3)From コーン ベットe market, コーン ベットe Trust acquires a considerable number of Company shares コーン ベットe Stock Holding Partnership is expected to acquire wiコーン ベットin コーン ベットe trust period.
• (4)Throughout the trust period, the Trust continuously transfers the Company shares to the Stock Holding Partnership at the currコーン ベット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コーン ベットds concerning the Company shares that it holds, for the repaymコーン ベットt of the principal and interest of the borrowings from the bank.
• (6)A trust administrator, who is appointed for the bコーン ベットeficiaries, instructs 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コーン ベットts as eligible bコーン ベット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コーン ベットt.

3. Outline of コーン ベットe Trust

4. Outline of コーン ベットe Acquisition of Company Shares by コーン ベットe Trust

(Referコーン ベットce) The "Trust-type Employee Shareholding Incコーン ベットtive Plan" is a new incコーン ベット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コーン ベットce to the Employee Stock Ownership Plan (ESOP), which has beコーン ベット adopted widely in the United States. E-Ship® is an abbreviation for the trust-type Employee Shareholding Incコーン ベットtive Plan, and it is a registered trademark of Nomura Securities Co., Ltd.

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