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Introduction of Countermeasures to Large-Scale Acquisitions of the Company's Shares (Takeover Defense Measure)

28 April, 2006


TOKYO--Toshiba Corporation (the “Company”) announces that its Board of Directors has today decided to introduce a plan for countermeasures to any large-scale acquisitions of the Company’s shares (the “Plan”), for the purpose of protection and enhancement of the corporate value of the Company and the common interests of shareholders. The Plan will be introduced upon the shareholders granting their approval for the basic concept of the Plan at the Ordinary General Shareholders Meeting scheduled to be held in June 2006.

A comprehensive examination of the measures taken by the Company subsequent to the May 2005 announcement of its “Policy Toward Proposals of Acquisitions of Toshiba Shares” has been conducted by an in-house committee and the Company’s Board of Directors, which includes four outside directors. Consequently, the Board has decided that a more transparent plan is appropriate for protecting against acquisitions that are detrimental to the Company’s corporate value and the common interests of shareholders. The specific details of the Plan, which has greater transparency than the previous plan, as it expressly sets forth specific procedures and requires prompt disclosure of the details of the Special Committee’s decisions, as well as reference materials for the Company’s shareholders, have been unanimously adopted by the Board, including the four outside directors.

For complete announcement, please find the attachment.


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