Calsonic Kansei : Announcement on Partial Amendments to the Articles of Incorporation and Reduction in the Amounts of Capital, Capital Reserve, and Retained Earnings Reserve (December 9,2016)

To whom it may concern:

December 9, 2016

Company Name: Calsonic Kansei Corporation Representative: Hiroshi Moriya, President and CEO

(Stock Code: 7248, First Section of the Tokyo Stock Exchange)

Inquiries: Atsuhiko Akiyama, General

Manager of Financial Strategy & Planning Group, Global Finance Division

TEL. [phone]

Announcement onPartialAmendmentstotheArticlesofIncorporationand ReductionintheAmountsofCapital,CapitalReserve,andRetainedEarningsReserve

Calsonic Kansei Corporation (the "Company") hereby announces that it resolved, at its meeting of the board of directors held today, to submit proposals on partial amendments to its Articles of Incorporation and on reducing the amounts of capital, capital reserve, and retained earnings reserve to the extraordinary general shareholders' meeting planned to be held on January 25, 2017 (the "Extraordinary General Shareholders' Meeting") as follows:

1. Partial Amendments to Articles of Incorporation

2. Purpose of Amending the Articles of Incorporation

   The Company stated in the "Announcement Concerning Opinion on Tender Offer by CK Holdings Co., Ltd." dated November 22, 2016, regarding the tender offer (the "Tender Offer") by CK Holdings Co., Ltd. (the "Offeror") targeting the common stock of the Company, that, in light of the proposal from the Offeror, and conditional on the completion of the Tender Offer, the Company plans to make a distribution of surplus (the "Special Dividend") upon setting the record date on a date prior to the tender offer commencement date (the "Tender Offer Commencement Date").

   The Offeror is aiming to commence the Tender Offer in late February 2017. However, as of today, the Tender Offer Commencement Date has not been decided. In addition, although the dividend amount per share for the Special Dividend is expected to be approximately ¥570 (provided that the maximum amount shall be ¥570) as of today, the final dividend amount will be determined based on (i) the procedures to reduce the amount of capital, the amount of capital reserve, and the amount of retained earnings reserves, conditional on completion of the Tender Offer; (ii) the procedures for provisional settlement of accounts (preparation and approval of provisional financial statements, setting December 31, 2016 as the provisional settlement date); and (iii) any other calculation, confirmation, etc., of distributable amount, as described in

3. below.

As stated above, the Company has not been able to decide the expected timing of the Special Dividend and the final dividend amount per share for the Special Dividend, and in order to decide the timing of the Special

Company will make partial amendments to the Articles of Incorporation, pursuant to Article 459, Paragraph 1 of the Companies Act, to change the decision-making organ for the distribution of surplus from the general shareholders' meeting to the board of directors, and will establish necessary provisions for the amendment, as well as remove Articles 7 (Acquisition of Own Shares) and Article 38 (Interim Dividends) of the current Articles of Incorporation, which partially overlap with the newly established provisions, and also make necessary changes in article numbers associated with the amendments.

1. Details of Amendments to Articles of Incorporation The specific amendments are as set forth below.

   (Amendments are underlined.)

   Current Articles of Incorporation	Proposed Amendments
   Article 7. (Acquisition of Own Shares) The Company may, by a resolution of the Board of Directors, acquire its own shares through market transactions pursuant to Article 165, Paragraph 2 of the Companies Act.	(Deleted)
   Article 8 to Article 36. (Omitted)	Article 7 to Article 35. (Same as the current version)
   (Newly established)	Article 36. (Organs that Decide Dividends of Surplus) The Company may, unless otherwise provided for in laws or regulations, decide by a resolution of the Board of Directors, the matters listed in the items of Article 459, Paragraph 1 of the Companies Act, including dividends of surplus.
   Article 37. (Record Date of the Distribution of Surplus） The record date for the fiscal-year-end dividend distribution of the Company shall be March 31. (Newly established) (Newly established)	Article 37. (Record Date of the Distribution of Surplus）
   Article 38. (Interim Dividends) The Company shall, by resolution of the Board of Directors, distribute interim dividends every year on September 30, as the record date.	(Deleted)
   Article 39. (Omitted)	Article 38. (Same as the current version)

2. The record date for the fiscal-year-end dividend distribution of the Company shall be March 31.

3. The record date for the interim dividend distribution of the Company shall be September 30. 3. The Company may set record dates, other than those set forth in the preceding two paragraphs, for the purpose of distributing surplus.

4. Schedule (plan)

Shareholders' meeting for amendments to the Articles of Incorporation: January 25, 2017 Effective date of amendments to the Articles of Incorporation: January 25, 2017

1. Reduction of Amounts of Capital, Capital Reserve, and Retained Earnings Reserve

2. Purpose of Reducing the Amounts of Capital, Capital Reserve, and Retained Earnings Reserve

   The Company, in order to procure the distributable amount necessary to issue the Special Dividend, decided to reduce its capital, capital reserve, and retained earnings reserve, to transfer the entirety of the respective reduced amounts of capital and capital reserve to other capital surplus, and to transfer the entirety of the reduced amount of retained earnings reserve to retained earnings brought forward, pursuant to the provisions of Article 447, Paragraph 1 and Article 448, Paragraph 1 of the Companies Act.

   The reductions in the amounts of capital, capital reserve, and retained earnings reserve will take effect on the condition that, (a) the partial amendment of the Articles of Incorporation, as described in "I. Partial Amendments to Articles of Incorporation" above, is adopted in its original form at the Extraordinary General Shareholders' Meeting; and (b) the meeting of the board of directors regarding the Special Dividend is held (in accordance with the Articles of Incorporation after the amendments described in "I. Partial Amendments to Articles of Incorporation" above have been made) prior to the effective date of the reductions in the amounts of capital, capital reserve, and retained earnings reserve; and that this resolution remains in effect at the time of such effective date.

3. Summary of Reduction in the Amounts of Capital, Capital Reserve, and Retained Earnings Reserve

4. Amount by which Capital is to be Reduced

   Of the total amount of capital, ¥41,456,240,645, there will be a reduction of ¥39,856,240,645, and the new amount of capital will be ¥1,600,000,000.

5. Amount by which Capital Reserve is to be Reduced

   Of the total amount of capital reserve, ¥59,638,172,926, there will be a reduction of ¥59,638,172,926, and the new capital reserve will be ¥0.

6. Amount by which Retained Earnings Reserve is to be Reduced

   Of the total amount of retained earnings reserve, ¥4,438,219,046, there will be a reduction of

   ¥4,038,219,046, and the new retained earnings reserve will be ¥400,000,000.

7. Method by which the reduction in the amounts of capital, capital reserve, and retained earnings reserve will be conducted

   The entirety of the respective reduced amounts of capital and capital reserve is to be transferred to other capital surplus, and the entirety of the reduced amount of retained earnings reserve is to be transferred to retained earnings brought forward.

8. Schedule for Reduction in the Amounts of Capital, Capital Reserve, and Retained Earnings Reserve

   (1)	Date of resolution by the board of directors	December 9, 2016
   (2)	Record date for the general shareholders' meeting	December 9, 2016
   (3)	Deadline for stating of objections by creditors	January 12, 2017 (plan)
   (4)	Date of a resolution by an extraordinary
   general shareholders' meeting	January 25, 2017 (plan)
   (5)	Effective date	March 29, 2017 (plan) (Note)

   (Note) As of today, the Company plans for March 29, 2017 to be the effective date of the reductions in the amounts of capital, capital reserve, and retained earnings reserve, but the Special Dividend will be conditional on the completion of the Tender Offer. Therefore, if the tender offer period of the Tender Offer (the "Tender Offer Period") has not expired by the above- mentioned effective date, the Company plans to change the effective date to a date after the Tender Offer Period expires, pursuant to Article 449, Paragraph 7 of the Companies Act.

9. Future Prospects

This matter only involves a transfer process between account titles in the net assets section; therefore, there will be no change in the Company's net asset amount. However, as is described above, the Company will conduct a reduction in its capital, capital reserve, and retained earnings reserve, in order to procure the distributable amount necessary to issue the Special Dividend. Therefore, if the Tender Offer is completed, the Company plans to make a distribution of the Special Dividend, using the other capital surplus and retained earnings brought forward, increased as a result of the reductions in the amounts of capital, capital reserve, and retained earnings reserve, as part of the distributable amount.

The above scheme is conditional on its being adopted at the Extraordinary General Shareholders' Meeting planned to be held on January 25, 2017.

End

Note: This is an English translation of the Japanese press release disclosed to Tokyo Stock Exchange. If there is any inconsistency between the English and the Japanese releases, the Japanese-language documentation will prevail.