ICHIYOSHI SECURITIES CO., LTD

〔English translation for reference purpose only〕

(Press release on May 19, 2009)

ICHIYOSHI SECURITIES CO., LTD.

Listed on: Tokyo Stock Exchange (1st Section) and

Osaka Securities Exchange (1st Section)

(Stock code: 8624)

President & Chief Executive Officer: Mr. Masashi Takehi

Enquiry to: Mr. Masayuki Yamakawa, Manager of Public Relations

Tel: 03-3555-6343

Notice Regarding Policy for Responding to Large-Scale Acquisitions of Share Certificates, Etc., of the Company (Takeover Defense Measures)

Ichiyoshi Securities Co., Ltd. (the “Company”) resolved to renew the Policy for Responding to Large-Scale Acquisitions of Share Certificates, Etc., of the Company (Takeover Defense Measures) (the “Former Policy”) as a measure to prevent decisions on the Company’s financial and business policies from being controlled by persons deemed inappropriate under the basic policy regarding persons who control decisions on the financial and business policies of joint-stock companies (the “Basic Policy”), with the approval of its shareholders at the 66th annual general meeting of shareholders held on June 21, 2008. The Former Policy is effective until the conclusion of the 67th annual general meeting of shareholders scheduled for June 20, 2009 (the “Shareholders Meeting”), therefore, the Company has continually assessed the Former Policy, including its possible extension, taking into consideration subsequent changes in circumstances, with a view to ensure and enhance the Company’s corporate value and, in turn, the common interests of its shareholders. As a result of this continual assessment, the Company again resolved the Basic Policy (Article 118, Item 3 of the Enforcement Regulations of the Corporation Law) at its board of directors meeting held today, and resolved to partially revise and renew the

This English translation has been prepared for general reference purposes. The Company is not responsible for any consequence resulting from the use of the English translation in place of the original Japanese text. In any legal matter, readers should refer to and rely upon the original Japanese text of the press release dated as of May 19, 2009.

Former Policy (Article 118, Item 3(ii)(b) of the Enforcement Regulations of the Corporation Law; the new revised takeover defense measures, this “Policy”). The renewal will be subject to shareholder approval at the Shareholders Meeting. The Policy amended the Former Policy in accordance with the digitization of share certificates, and partially modified the wording in order to clarify the expressions among others. Details of the Basic Policy and the Policy are set out as attached.

-- End of Notice --

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Policy for Responding to Large-Scale Acquisitions of Share Certificates, Etc., of the Company (Takeover Defense Measures)

I. Basic Policy Regarding Persons who Control Decisions on the Company’s

Financial and Business Policies (Basic Policy)

The Company has adopted a management philosophy of “To remain a firm of customers’ trust and choice” and strives to become “A name-brand boutique house in the finance/securities industry” under its motto of “To built a securities firm like no other in Japan.” The business foundation of the Company is to provide services based on a “Long Term Good Relation” with each of our customers, and by strengthening this foundation, the Company believes it is able to enhance its corporate value and, in turn, the common interests of its shareholders on a mid- to long-term basis. Therefore, the Company believes that the persons who control decisions on the Company’s financial and business policies need to be persons who understand the Company’s management policy and who will make it possible to ensure and enhance the Company’s corporate value and the common interests of its shareholders. The Company also believes its shareholders as a whole must ultimately make the decision on any proposed acquisition that would involve a transfer of corporate control of the Company. Therefore, the Company would not reject a large-scale acquisition of the shares in the Company if it would contribute to the corporate value of the Company and, in turn, the common interests of its shareholders. Nonetheless, there are some forms of corporate acquisition that took place in Japan’s recent capital market that benefit neither the corporate value of the target company nor the common interests of its shareholders, including those with a purpose that would obviously harm the corporate value of the target company and the common interests of its shareholders, those with the potential to substantially coerce shareholders into selling their shares, those that do not provide sufficient time or information for the target company’s board of directors and shareholders to consider the details of the large-scale acquisition or for the target company’s board of directors to make an alternative proposal, and those that require the target company to discuss or negotiate with the acquirer in order to procure more favorable terms for shareholders than those presented by the acquirer.

Ichiyoshi Securities Co., Ltd.

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Therefore, the Company believes that persons who would make a large-scale acquisition of the shares in the Company in a manner that does not contribute to the corporate value of the Company or the common interests of its shareholders would be inappropriate to become persons who control decisions on the Company’s financial and business policies. The Company believes that it is necessary to ensure the corporate value of the Company and, in turn, the common interests of its shareholders by taking the necessary and reasonable countermeasures against such large-scale acquisitions.

II. Effective Utilization of Company Assets, Appropriate Form of Corporate Group and Other Special Measures to Realize the Basic Policy

1. Measures to Enhance the Corporate Value through a Medium-Term

Management Plan Starting from April 1996, Ichiyoshi Securities Co., Ltd. (the “Company”) carried out three medium-term management plans to lay the foundation for a “Name-brand Boutique House.” In October 2006, the Company formulated its fourth medium-term management plan to raise its framework on the foundation. In March 2008, the Company revised its fourth medium-term management plan, extending its target date to March 31, 2010. Since the demise of Lehman Brothers last September, however, the business climate surrounding the Company has drastically deteriorated amid the unprecedented financial crisis and economic meltdown across the world. Against such background, the Company believes that it is essential to firmly rebuild the foundation of a “Name-brand Boutique House.” With this view in mind, the Company has decided to discontinue its current medium-term management plan and has now formulated “New Medium-Term Management Plan” with its target date set on March 31, 2012, as set out below:

(1) Management Policy

Management Philosophy: Remaining a firm of customers’ trust and choice.

Management Objective: To be a “Name-brand Boutique House” in the financial industry.


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Action Guidelines: Gratitude, Integrity, Courage, Responsiveness, Continuity, Long-term Good Relation.

(2) Numerical Targets in New Medium-Term Management Plan

(Covering the three-year period from April 2009 to March 2012) Customers’ assets in custody: 2 trillion yen No. of companies whose equityofferings lead-managed by the Company:

35 companies

Return on equity: Approx. 10-15%

(3) Basic Strategies (i) Expansion of business base --- Increase in customers’ assets in custody. (ii) Improvement on profit-to-cost ratio --- Earnings structure less susceptible to

market volatilities. (iii)Customer-focused strategy --- Increase in high net-worth customers’ assets in

custody. (iv) Product strategy

● Basically medium- to long-term based investment stance. ● “Reconstruction of investment trust assets and investment-oriented assets”

and “Shift toward equity.” ● Observance at all times of “Fundamental principle on individuals-targeted

products --- ‘Do not even sell popular products (if not suited for customers) --- Ichiyoshi’s own belief and standard.’ “

(v) Further enhancement of profitability of existing business lines --- Diversification of earnings capacity.

(vi) Diversification of business channels. (vii) Nurturing and training of talent.

2. Measures Regarding Corporate Governance and Shareholder Returns

The Company has always consistently aimed for mobility and transparency in management decision-making, rapid business execution and tightened control for business execution to ensure the above management philosophy is realized by making corporate governance one of the priority issues in management. From June 2003, the Company adopted a committee-based-company system. The Company’s board of directors includes three independent outside directors who supervise the execution of business by executive officers, and the audit


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committee comprises two independent audit committee member to supervise the execution of business by the directors and executive officers. The Company also has an internal audit section as part of the internal audit department. In addition, an internal control committee was established from 2006 in an attempt to maintain and perfect internal control. Moreover, an operating officers system was established from February 2009 in addition to the existing management system aiming at facilitating much more prompt business decisions with a limited number of the executive officers, and strengthening effective business actions The Company is actively working for shareholder returns, having identified this as a major task for management. Using the dividend policy linked to the Company performance as a foundation, the Company makes distributions based on the dividend payout ratio, but in fiscal year ending March 2008 the Company established a new dividend policy that takes into consideration the dividend on equity ratio (DOE) with the aim of continually enhancing profit distribution. Specifically, under this policy, the amount of dividends is determined using the higher of the amount calculated as the dividend payout ratio (approximately 40%) and the DOE (approximately 4%). Moreover, the Company has actively worked towards participating in cultural and volunteer activities and supporting events in local regions. The Company will continue to implement the abovementioned measures with the aim of ensuring and enhancing the Company’s corporate value and the common interests of its shareholders.

III. Measures to Prevent Decisions on the Company’s Financial and Business Policies from being Controlled by Persons Deemed Inappropriate Under the Basic Policy

1. Purpose of this Policy

When a party attempts a large-scale acquisition of any company, the target


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company should be provided with adequate information, such as the details and purposes of the proposed acquisition and the post-acquisition management strategies for the future. The management of the target company should be given enough time to consider and evaluate the proposed acquisition and to provide its opinion and information, as well as to enable its shareholders to decide whether or not to accept the proposed acquisition after having adequate time for their consideration based on the information so provided. The Company believes that providing the necessary and adequate information and ensuring time for sufficient consideration is crucial for the establishment of a free and fair securities market. Accordingly, the Company renewed its Policy for Responding to Large-Scale Acquisitions of Share Certificates, Etc., of the Company (Takeover Defense Measures) (the policy after its renewal, this “Policy”) and has defined a large-scale acquisition as an acquisition of the share certificates, etc.(Note 1) of the Company by an acquirer who intends to raise the Voting Ratio(Note 2) of the Specified Shareholder Group(Note 3) to 20% or more or an acquisition of the share certificates, etc., of the Company resulting in the Specified Shareholder Group holding 20% or more of the Voting Ratio and established the following rule concerning such large-scale acquisitions (the “Large-Scale Acquisition Rule”). The Company has not received any proposal to date of a large-scale acquisition from a specific third party.

2. Outline of Large-Scale Acquisition Rule

The Large-Scale Acquisition Rule of the Company states that if (i) a person intending to make a large-scale acquisition (the “Large-Scale Acquirer”) provides in advance the necessary and adequate information to the board of directors of the Company and (ii) a certain period of time passes for evaluation by the board of directors, the Company will allow the large-scale acquisition to commence. (1) If intending to make a large-scale acquisition, a Large-Scale Acquirer is first

asked to submit to the Company a letter agreeing to comply with the Large-Scale Acquisition Rule. The Large-Scale Acquirer is required to specify in the letter agreement its name, address, governing law of incorporation, representative’s name, and contact details within Japan, as well as a summary or outline of the proposed large-scale acquisition.


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(2) The Large-Scale Acquirer will be asked then to provide information the Company’s board of directors deems necessary for forming its opinion or for the shareholders to make their decisions (the “Essential Acquisition Information”). The Company will, within five business days after receiving the letter agreement described above, deliver to the Large-Scale Acquirer the list of the Essential Acquisition Information that the Company would initially like to receive from the Large-Scale Acquirer. If the Company determines that any information initially provided by the Large-Scale Acquirer is not adequate, the Large-Scale Acquirer will be asked to provide additional or further information until the necessary and adequate information is provided. The principal items of Essential Acquisition Information are:

(i) general descriptions of the Large-Scale Acquirer and its Specified

Shareholder Group; (ii) purposes and details of the large-scale acquisition; (iii) basis for the calculation of the acquisition price and financial support

for the acquisition; (iv) intended post-acquisition management policy and business plan for

the Company group; (v) intended post-acquisition policies dealing with the Company group’s

customers, business partners, regional communities, employees, and any other stakeholders in the Company group; and

(vi) if engaged in the same type of business the Company group engages in, the Large-Scale Acquirer’s view on the legality of its large-scale acquisition in light of the Antimonopoly Law or foreign competition laws.

If the Company’s board of directors believes the fact that the board of directors has received a large-scale acquisition proposal and the relevant Essential Acquisition Information will be necessary for the shareholders to make their decision, the board of directors will disclose or have disclosed all or part of that fact and that Information at the time it considers appropriate. Further, if the Company’s board of directors deems the Large-Scale Acquirer sufficiently provided the necessary Essential Acquisition Information, the Company shall promptly disclose that fact and the date the Evaluation Period (defined below) will expire.


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(3) After the Essential Acquisition Information has been provided, and based on the difficulty or other factors involved in making an evaluation of the large-scale acquisition, the Company’s board of directors believes that the Company’s board of directors and the Independent Committee should in principle be granted either of the following periods of time to evaluate, consider, form an opinion on, negotiate, devise an alternative proposal for, or take other action with respect to the large-scale acquisition proposal (the “Evaluation Period”): (i) a 60-day period, if all shares in the Company are subject to the acquisition by tender offer, the consideration for which is in cash only and in Japanese yen or (ii) a 90-day period, for any other large-scale acquisition. Therefore, any large-scale acquisition may only be commenced after the Evaluation Period has elapsed. During the Evaluation Period, the Company’s board of directors might communicate the Essential Acquisition Information it has received plus its opinion on that information to the Independent Committee, which is independent from the Company’s board of directors (for further details of the Independent Committee, see section 3(3) “Establishment of the Independent Committee”), and present an alternative proposal to the Independent Committee. Then, within the Evaluation Period, the Independent Committee will make a recommendation pursuant to section 3 below after fully evaluating and considering the contents of the Essential Acquisition Information and the Company’s board of directors’ opinion, and after having discussions, negotiations, or the like with the Large-Scale Acquirer to obtain better terms pertaining to the large-scale acquisition.

3. Policy for Response on Commencement of Large-Scale Acquisition

(1) When the Large-Scale Acquirer does not comply with the Large-Scale

Acquisition Rule If the Large-Scale Acquirer does not comply with the Large-Scale Acquisition Rule, the Company’s board of directors, for the purpose of ensuring and enhancing the Company’s corporate value or the common interests of its shareholders, will take the measures the board of directors of the Company is allowed to take under the Corporation Law and other laws and the Articles of Incorporation of the Company, e.g., a gratis allotment of stock acquisition rights, and the Company’s board of directors will take


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defense measures against a large-scale acquisition attempt. The Company’s board of directors must obtain a recommendation from the Independent Committee before triggering any defense measures against a large-scale acquisition, and thereby determine to trigger the defense measure by respecting the recommendation to the utmost degree. The measure to be taken shall be reasonable at the time of triggering the measure. An outline of the stock acquisition rights that are to implement the gratis allotment of stock acquisition rights as a defense measure is as set out in the Exhibit. If the Company actually implements the gratis allotment of stock acquisition rights, it may set conditions such as the exercise period, exercise terms, and acquisition terms in view of the effectiveness of the allotment as a defense measure against the large-scale acquisition.

(2) When the Large-Scale Acquirer complies with the Large-Scale Acquisition

Rule The Company’s board of directors will, in principle, not take any measures against a large-scale acquisition if the Large-Scale Acquirer complies with the Large-Scale Acquisition Rule. As an exception, however, if the large-scale acquisition is determined to be detrimental for ensuring or enhancing the corporate value of the Company or the common interests of its shareholders, then the Company’s board of directors may, on the condition that it obtains a recommendation from the Independent Committee, take any measures it determines are reasonable to protect the interests of the shareholders when it determines it appropriate to do so pursuant to the recommendation. To be more specific, a large-scale acquisition is considered to be detrimental for ensuring or enhancing the corporate value of the Company or the common interests of its shareholders if it is determined that: (i) the Large-Scale Acquirer has no intention of participating in the

management of the Company, and yet attempts a large-scale acquisition in order to raise stock prices in a bid to resell the shares at an inflated price to the related parties of the Company;

(ii) the Large-Scale Acquirer takes temporary control of the Company in


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order to transfer to other companies such as the Large-Scale Acquirer or its group companies intellectual property rights, know-how, confidential business information, major business partners, customers, etc., that are necessary for the Company’s business operation;

(iii) the Large-Scale Acquirer takes control of the Company with a view to

diverting the Company’s assets after taking control over the Company’s management, in order to secure the payment of its liabilities or to use them as capital to make repayment;

(iv) the Large-Scale Acquirer takes temporary control of the Company in

order to cause the Company to sell or otherwise dispose of the Company’s high-value assets or other assets such as real estate, securities, etc., that have no current relevance to the Company’s business so as to temporarily cause the Company to declare high dividends with such disposal gains, or to sell the shares in the Company at a higher price exploiting the opportunity afforded by the sudden appreciation in share price due to temporarily high dividends;

(v) the Large-Scale Acquirer proposes to acquire the shares in the

Company by using a coercive two-tiered takeover (meaning an acquisition of shares, that includes a tender offer, by way of not offering to acquire all the shares in the initial acquisition, and setting second stage acquisition terms that are disadvantageous in comparison to the first stage acquisition terms or not setting clear acquisition terms) that would limit the shareholders’ opportunity or freedom to make decisions of their own accord and as a matter of fact be likely to have the effect of coercing shareholders into selling shares in the Company (however, a multi-tiered tender offer would not necessarily fall under this category); or

(vi) in line with (i) to (v) above, the Large-Scale Acquirer harms the

corporate value of the Company or the common interests of the Company’s shareholders and it is determined on reasonable grounds that the harm will cause the Company to suffer unrecoverable damage.

(3) Establishment of the Independent Committee


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In establishing the Large-Scale Acquisition Rule, the Company will establish the Independent Committee so that it is composed of outside directors or third parties who are independent from the management of the Company in order to appropriately manage the Large-Scale Acquisition Rule and to prevent any arbitrary decision-making by the Company’s board of directors from occurring. If the shareholders approve this Policy at the annual general meeting of shareholders scheduled for June 20, 2009 (the “Shareholders Meeting”), an Independent Committee composed of three members will be established. The members’ details are as set out in the Exhibit. If after considering the Essential Acquisition Information and the Company’s board of directors’ opinions received from the Company’s board of directors or the like, the Independent Committee deems it necessary to have the terms of the large-scale acquisition revised from the standpoint of ensuring and enhancing the corporate value of the Company or the common interests of the Company’s shareholders, the Independent Committee will directly or indirectly discuss or negotiate with the Large-Scale Acquirer for that revision. The Independent Committee will determine whether the Large-Scale Acquirer has complied with the Large-Scale Acquisition Rule or whether to take the defense measures, and will make a recommendation to the board of directors of the Company. When making such a decision, the Independent Committee may at the cost of the Company obtain advice from third parties (including financial advisors, certified public accountants, lawyers, consultants, and other experts) that are independent from the management of the Company. Further, it may request a director, executive officer (shikko-yaku), operating officer (shikko-yaku-in), or employee of the Company, or any other party, to attend the meeting of the Independent Committee and it may require explanation of any matter it requests. Also, the Independent Committee will promptly disclose the gist of the recommendation or any other matters that it considers appropriate to be disclosed. The board of directors of the Company must respect the recommendation from the Independent Committee to the utmost degree when it decides whether to trigger defense measures against the Large-Scale Acquirer. If the


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Company’s board of directors determines to implement defense measures, it will immediately disclose information on the specific details of the defense measures.

4. Impact or Other Effects on Shareholders or Investors

(1) Impact or Other Effects upon Renewal of the Large-Scale Acquisition Rule

The Company renews the Large-Scale Acquisition Rule with the intention that it will serve as a foundation for shareholders and investors to make appropriate investment decisions and it believes that the Large-Scale Acquisition Rule will be of benefit to shareholders and investors. Also, at the time of renewing the Large-Scale Acquisition Rule, no actual measures such as a gratis allotment of the stock acquisition rights will be implemented, so there will be no specific impact on any rights or interests of shareholders or investors.

(2) Impact or Other Changes at the Time of Triggering the Defense Measures set out in the Large-Scale Acquisition Rule The Company anticipates that no legal rights of its shareholders (excluding the Large-Scale Acquirer and its Specified Shareholder Group or similar persons) will be harmed and that the shareholders will not suffer from any economic loss upon the triggering of the defense measures. Of the defense measures that the Company sees effective, if the Company decides to make a gratis allotment of the stock acquisition rights to the shareholders, the procedures related to the shareholders will be as follows. Those shareholders who receive gratis allotments of the stock acquisition rights will have to pay a certain amount within the prescribed period in order to receive new stocks upon exercising their stock acquisition right. If the Company’s board of directors determines to acquire the stock acquisition rights, the Company may, without paying the amount equivalent to the exercise price, deliver the shares in the Company to its shareholders as consideration for the Company’s acquisition of the stock acquisition rights. When implementing an actual gratis allotment of the stock


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acquisition rights, the Company will inform the shareholders of further details as to these procedures in accordance with laws, ordinances, and rules of the financial instrument exchange. In addition, even after the Company’s board of directors passes a resolution for triggering specific defense measures, the Company may, fully respect recommendation from the Independent Committee, cancel the measures when the Company’s board of directors judged that such measures will no longer appropriate due to the fact that such as the Large-Scale Acquirer takes back or changes a large-scale acquisition ex post facto. In such cases, no dilution of the value per share in the Company will result, and it is likely that any shareholders or investors who have sold the shares in the Company expecting to see such a per-share dilution may likely incur any unexpected damages commensurately as a result of a fluctuation in the share price.

5. Effective Period of this Policy

This Policy will be renewed on the condition that the shareholders’ approval is obtained at the Shareholders Meeting, and the new effective period for this Policy will be until the conclusion of the annual general meeting of shareholders scheduled for June 2010. However, even if it is before the expiration of the effective period of this Policy, this Policy will be abolished if a resolution to abolish this Policy is made at either a Company shareholders meeting or a meeting of the board of directors of the Company.

IV. Decisions and Reasoning of the Company’s Board of Directors regarding Above Measures

1. Decisions and Reasoning regarding the Special Measures to Realize the Basic

Policy (measures set out in II. above) The Company has implemented such measures to enhance the corporate value and measures regarding corporate governance and shareholder returns as set out in section II. above as specific measures to continually and persistently enhance the Company’s corporate value and the common interests of the Company’s shareholders. These measures will indisputably contribute to the realization of the Basic Policy.


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Therefore, these measures comply with the Basic Policy and are consistent with the Company’s corporate value and the common interests of the Company’s shareholders, and are not implemented for the purpose of maintaining the positions of the directors and the statutory auditors of the Company.

2. Measures to Prevent Decisions on the Company’s Financial and Business

Policies from being Controlled by a Person Deemed as Inappropriate under the Basic Policy (measures set out in III. above)

(1) This Measures Fully Comply with the Basic Policy

This Policy is a mechanism to maintain the corporate value of the Company and the common interests of its shareholders by ensuring the necessary time and information is made available for the shareholders to decide whether to accept the large-scale acquisition of share certificates, etc. of the Company and for the board of directors to present an alternative proposal to the shareholders, and by enabling the board of directors to consult and negotiate with the Large-Scale Acquirer for the benefit of the shareholders when the acquisition is to be effected. This Policy is in compliance with the Basic Policy.

(2) This Measures are not Detrimental to the Common Interests of the

Shareholders and does not Aim to Maintain the Positions of Directors and Statutory Auditors of the Company

For the following reasons, the Company believes that this Policy would not be detrimental to the common interests of the Company’s shareholders, and that it has not been implemented for the purpose of maintaining the positions of the directors and the statutory auditors of the Company.

(i) Satisfying the Requirements of the Guidelines for Takeover Defense

Measures This Policy satisfies the three principles set out in the Guidelines Regarding Takeover Defense for the Purposes of Ensuring and Enhancing Corporate Value and Shareholders’ Common Interests released by the Ministry of Economy, Trade and Industry and the Ministry of Justice on May 27, 2005.


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(ii) Placing High Value on the Intent of Shareholders The Company wishes to consult with shareholders on this Policy at the Shareholders Meeting in order to confirm their intention in regards to this Policy. Further, this Policy is effective for approximately one year, allowing the Company to confer with the shareholders every year.

(iii) Disclosure of information and emphasis on the decisions of

independent parties In establishing the Large-Scale Acquisition Rule under this Policy, the Company will establish the Independent Committee as an organization that will eliminate arbitrary decisions by the Company’s board of directors, and objectively carry out substantive decisions on behalf of the shareholders in the event of operation of the Large-Scale Acquisition Rule.

The Independent Committee will strictly monitor any actions by the Company’s board of directors and disclose outlines of its decisions to the shareholders, and will ensure a structure under which the Large-Scale Acquisition Rule is only operated in a transparent way to the extent contributing to the corporate value of the Company and the common interests of its shareholders.

(iv) Establishment of Reasonably Objective Requirements

As set out above in III.3, ‘Policy for Response on Commencement of Large-Scale Acquisition,’ the Company believes that the Large-Scale Acquisition Rule set out in this Policy is established so that it will not be triggered unless reasonable and detailed, objective requirements have been satisfied, and ensures a structure to eliminate arbitrary triggering by the Company’s board of directors.

(v) Obtaining the Advice of Third-Party Experts

If a Large-Scale Acquirer emerges, the Independent Committee may obtain advice from third parties independent from Company management (financial advisors, certified public accountants, lawyers, consultants and other experts) at the cost of the Company. This is a mechanism to even more securely enhance the objectivity and fairness of the decisions made by the Independent Committee.


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(vi) No Dead-Hand Takeover Defense Measures As stated above in section III.5, ‘Effective Period of this Policy,’ this Policy may be abolished by a Large-Scale Acquirer through an election at a general meeting of shareholders of directors nominated by the Large-Scale Acquirer and through a resolution of the Company’s board of directors attended by the so-elected directors.

Therefore, this Policy is not a dead-hand takeover defense measure (a takeover defense measure in which even if a majority of the members of the board of directors are replaced, the triggering of the measure cannot be stopped). Also, the Company has not increased the requirements to dismiss a director.

Notes:

1. “Share certificates, etc.” means share certificates, etc., as defined either in Article 27-23(1) or

in Article 27-2(1) of the Financial Instruments and Exchange Law.

2. “Voting Ratio” means:

(i) if “Specified Shareholder Group” used in this Notice falls under category (i) of Note 3

below, then the holding ratio of share certificates, etc. (as defined in Article 27-23(4) of

the Financial Instruments and Exchange Law) of that holder (including a party deemed

to be a holder under Article 27-23(3) of the Financial Instruments and Exchange Law;

hereinafter the same); in which case, the ratio will be calculated by using the sum of

the holding number of share certificates, etc. (as defined in the same paragraph;

hereinafter the same) of the holder’s joint holders (as defined in Article 27-23(5) of the

Financial Instruments and Exchange Law and including a party deemed to be a joint

holder under Article 27-23(6) of the Financial Instruments and Exchange Law;

hereinafter the same); or

(ii) if “Specified Shareholder Group” used in this Notice falls under category (ii) of Note 3

below, then the sum of the owning ratio of share certificates, etc. (as defined in Article

27-2(8) of the Financial Instruments and Exchange Law) of that large-scale acquirer

and the person having a special relationship (as defined in Article 27-2(7) of the

Financial Instruments and Exchange Law; hereinafter the same) with such an acquirer.

3. “Specified Shareholder Group” means:

(i) a holder of share certificates, etc. (as defined in Article 27-23(1) of the Financial


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Instruments and Exchange Law) of the Company or joint holders; or

(ii) a party making an acquisition, etc. (as defined in Article 27-2(1) of the Financial

Instruments and Exchange Law and including any acquisition through an

exchange-based securities market) of the share certificates, etc. (as defined in Article

27-2(1) of the Financial Instruments and Exchange Law) of the Company or a person

having a special relationship with such a party.


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EXHIBIT

Outline of the Stock Acquisition Right (1) Number of Stock Acquisition Rights

The Company will implement a gratis allotment of Stock Acquisition Rights in the same number as the final and total number of issued and outstanding shares in the Company (excluding the number of shares in the Company held by the Company at that time) on a certain date (the “Allotment Date”) that is separately determined by the Company’s board of directors in a resolution relating to the gratis allotment of Stock Acquisition Rights (“Gratis Allotment Resolution”).

(2) Shareholders Eligible for Allotment The Company will allot the Stock Acquisition Rights to those shareholders, other than the Company, who are recorded in the Company’s final register of shareholders on the Allotment Date, at a ratio of one Stock Acquisition Right for every one share in the Company held.

(3) Effective Date of Gratis Allotment of Stock Acquisition Rights

The effective date of the gratis allotment of Stock Acquisition Rights will be the date separately determined by the Company’s board of directors in the Gratis Allotment Resolution.

(4) Class and Number of Shares to be Acquired upon Exercise of the Stock Acquisition Rights

The class of shares to be acquired upon exercise of each Stock Acquisition Right will be stock (common stock) actually issued at that time by the Company and the number of shares in the Company to be acquired upon exercise of each Stock Acquisition Right (the “Applicable Number of Shares”) shall, in principle, be one share.

(5) Amount to be Contributed upon Exercise of the Stock Acquisition Rights Contributions upon exercise of the Stock Acquisition Rights are to be in cash, and


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the amount per share to be contributed upon exercise of the Stock Acquisition Rights will be one yen or more.

(6) Exercise Period of the Stock Acquisition Rights

The commencement date will be a date separately determined by the Company’s board of directors in the Gratis Allotment Resolution (that date, the “Exercise Period Commencement Date”), and the period will be between one and three months long, as separately determined by the Company’s board of directors in the Gratis Allotment Resolution; provided, however, that if the Company acquires the Stock Acquisition Rights pursuant to the provisions of paragraph (9)(b) below, the exercise period for the Stock Acquisition Rights with respect to that acquisition will be up to and including the business day immediately prior to the relevant acquisition date.

(7) Conditions for the Exercise of the Stock Acquisition Rights

As a general rule, a Large-Scale Acquirer and its Specified Shareholder Group, as well as any person who is, as determined by the Company’s board of directors, substantially controlled by or acts in concert with the Large-Scale Acquirer or its Specified Shareholder Group may not exercise the Stock Acquisition Rights (the “Non-Qualified Parties”). Further, nonresidents of Japan who are required to follow certain procedures under foreign laws and regulations to exercise the stock acquisition rights may not as a general rule exercise the stock acquisition rights (provided, however, that the stock acquisition rights may be exercised by certain nonresidents who are exempted from the application of their foreign laws and ordinances and the stock acquisition rights held by nonresidents will also be subject to an acquisition by the Company in exchange for shares in the Company as set out in paragraph (9) below).

(8) Restrictions on Assignment of the Stock Acquisition Rights

Any acquisition of the Stock Acquisition Rights by assignment requires the approval of the Company’s board of directors.

(9) Acquisition of the Stock Acquisition Rights by the Company

(a) At any time on or before the date immediately prior to the Exercise Period


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Commencement Date, if the Company’s board of directors recognizes that it is appropriate for the Company to acquire the Stock Acquisition Rights, the Company may, on a date separately determined by the Company’s board of directors, acquire all of the Stock Acquisition Rights without consideration.

(b) On a date separately determined by the Company’s board of directors, the

Company may acquire all of the Stock Acquisition Rights that have not been exercised before or on the business day immediately prior to such date determined by the Company’s board of directors, that are held by parties other than Non-Qualified Parties and, in exchange, deliver shares, etc., in the Company in the number of the Applicable Number of Shares for every one Stock Acquisition Right.

Further, if, on or after the date upon which the acquisition takes place, the

Company’s board of directors recognizes the existence of any party holding Stock Acquisition Rights other than Non-Qualified Parties, the Company may, on a date separately determined by the Company’s board of directors after the date upon which the acquisition described above takes place, acquire all of the Stock Acquisition Rights held by that party that have not been exercised by or on the business day immediately prior to such date determined by the Company’s board of directors and, in exchange, deliver shares, etc., in the Company in the number of the Applicable Number of Shares for every one Stock Acquisition Right. The same will apply thereafter.

---End---


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EXHIBIT

Brief Curriculum Vitae of the Independent Committee Members

The nominees for the Independent Committee are as follows. Mr. Keiji Watanabe Year of Birth 1943 【Career Summary】 Oct. 1975 Joined Price Waterhouse Jul. 1987 Appointed Senior Partner of Aoyama Audit Corporation Aug. 1995 Joined Deloitte Touche Tohmatsu Apr. 1996 Appointed Certified Public Accountant and Partner of Deloitte

Touche Tohmatsu (Present post) Jun. 2000 Jun. 2008 Jun. 2008

Appointed Non-Executive Director of Ichiyoshi Securities Co., Ltd. (Present post) Appointed Non-Executive Director of Asahi Kogyosha Co., Ltd (Present post) Appointed Global Middle Market Leader of Deloitte Touche Tohmatsu (Present post)

＊Mr. Keiji Watanabe is a Non-Executive Director, defined by fifteenth paragraph of Section 2 of the Corporate Law. There are no interests and business connections between Mr. Watanabe and Ichiyoshi Securities. Mr. Takashi Anzai Year of Birth 1941 【Career Summary】 Apr. 1963 Joined the Bank of Japan Mar. 1985 Appointed Branch Manager of the Niigata Branch, the Bank of

Japan


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May. 1994 Appointed Head of Bank Examination and Surveillance Department, the Bank of Japan

Dec. 1994 Appointed Director of the Bank of Japan Nov. 1998 Appointed President of the Long-Term Credit Bank of Japan Aug. 2000 Appointed Advisor to Ito-Yokado Apr. 2001 Appointed President and CEO of IY Bank Co., Ltd. (currently Seven

Bank, Ltd.) (Present post) ＊There are no interests and business connections between Mr. Takashi Anzai and Ichiyoshi Securities. Mr. Shozo Wakabayashi Year of Birth 1943 【Career Summary】 Apr. 1967 Joined the Ministry of Finance Jul. 1987 Appointed Budget Examiner of the Budget Bureau, the Ministry of

Finance Jun. 1991 Appointed Director of the Co-ordination Division, the Securities

Bureau, the Ministry of Finance May. 1995 Appointed First Deputy Commissioner of National Tax Agency Jul. 1996 Appointed Director-General of the Executive Bureau, Securities and

Exchange Surveillance Commission Jun. 1998 Appointed Administrative Vice Minister of Okinawa Development

Agency Jul. 2001 Appointed Senior Managing Director of Japan Securities Dealers

Association Jun. 2004 Appointed Chairman of Japan Earthquake Reinsurance Co., Ltd.

(Present post) ＊There are no interests and business connections between Mr. Shozo Wakabayashi and Ichiyoshi Securities.


22

EXHIBIT

Major Shareholders

The following is the major shareholders as of March 31, 2009.

Name of Shareholder Number of

Shares (thousand)

Percentage of Ownership

Nomura Land and Building Co., Ltd. 5,298 12.08% State Street Bank and Trust Company 3,986 9.09% State Street Bank and Trust Company 505223 1,977 4.50% Japan Trustee Services Bank, Ltd. (Trust Account 4G) 1,913 4.36% JP Morgan Clearing Corp-Sec 1,229 2.80% Japan Trustee Services Bank, Ltd. (Trust Account ) 1,050 2.39% Nomura Research Institute, Ltd. 879 2.00% Sanshin Co., Ltd. 869 1.98% Mellon Bank NA Treaty Client Omnibus 792 1.80% The Master Trust Bank of Japan, Ltd. (Trust Account) 642 1.46% *Ichiyoshi Securities holds 580,640 shares, but it is not included on the above list.

Documents

ICHIYOSHI SECURITIES CO., LTD