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2016

May 10, 2016

image:FASF

Minebea Co., Ltd.

Notice Regarding the Partial Amendments to the Articles of Incorporation

Minebea Co., Ltd.("Minebea") hereby announces that its Board of Directors has resolved at the meeting held on May 10, 2016 to submit a proposal to partially amend its Articles of Incorporation to the upcoming 70th Ordinary General Meeting of Shareholders to be held on June 29, 2016. Details are as follows:

1. Amendments to the Articles of Incorporation

(1) Reasons for the amendments

Minebea and MITSUMI ELECTRIC CO., LTD. (MITSUMI) are scheduled to consummate the business integration by way of a share exchange on March 17, 2017. Along with the business integration, Article 1 (Trade Name) and Article 17 (Total Number of Directors) of the current Articles of Incorporation will be partially amended as follows.
With regard to the said amendments, a supplemental provision will be added where the amendments shall come into effect on the effective date of the share exchange (March 17, 2017) subject to the condition that the share exchange shall become effective in accordance with the Share Exchange Agreement dated as of March 30, 2016.
Other minor changes such as wording will be implemented as well.

(2) Details of the amendments

The Articles of Incorporation will be changed as follows.

(The underlined parts show changes.)

Existing Articles of Incorporation Proposed Amendments

CHAPTER Ⅰ
GENERAL PROVISIONS

(Trade Name)

CHAPTER Ⅰ
GENERAL PROVISIONS

(Trade Name)
Article 1.
The trade name of the Company shall be Minebea Kabushiki Kaisha.
In English translation, it shall be expressed and referred to as follows:
MINEBEA CO., LTD.		 Article 1.
The trade name of the Company shall be MINEBEA MITSUMI Kabushiki Kaisha.
In English translation, it shall be expressed and referred to as follows:
MINEBEA MITSUMI Inc.

CHAPTER Ⅳ
DIRECTORS AND THE BOARD OF DIRECTORS

CHAPTER Ⅳ
DIRECTORS AND THE BOARD OF DIRECTORS
(Total Number of Directors) (Total Number of Directors)

Article 17
The Company shall have not more than ten (10) Directors.

Article 17
The Company shall have not more than twelve (12) Directors.

(Newly Established)

(Supplementary Provision)
The amendments to Articles 1 (Trade Name) and 7 (Total Number of Directors) shall come into effect on the effective date of the share exchange (March 17, 2017) subject to the condition that the share exchange shall become effective in accordance with the Share Exchange Agreement dated as of March 30, 2016.
This supplementary provision shall be deleted on the said date.
Company Name: Minebea Co., Ltd.
Representative: Yoshihisa Kainuma
Representative Director,
President and Chief Executive Officer
(Code No. 6479, TSE Div. No.1)
Contact: Naoyuki Kimura
General Manager
General Affairs Department
Phone: +81-(0)3-6758-6712
Information in the press releases is current on the date of the announcement.
Product information, contact and other context are subject to change without prior notice.

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