Calsonic Kansei : Announcement on Revised Agenda for the Extraordinary General Shareholders' Meeting("Partial Amendment to the Articles of Incorporation")

To whom it may concern:

December 22, 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 onRevisedAgendafortheExtraordinaryGeneralShareholders'Meeting ("PartialAmendmenttotheArticlesofIncorporation")

On December 9, 2016, Calsonic Kansei Corporation (the "Company") resolved, at its meeting of the board of directors, 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") and published the "Announcement on Partial Amendments to the Articles of Incorporation and Reduction in the Amounts of Capital, Capital Reserve, and Retained Earnings Reserve" (the "December 9 Press Release"). However, the Company hereby announces that it resolved, at the meeting of its board of directors held today, to withdraw the proposed resolution described in "I. Partial Amendments to Articles of Incorporation" in the December 9 Press Release, and instead to submit the proposed resolution described below in "I. Partial Amendment to Articles of Incorporation" to the Extraordinary General Shareholders' Meeting. The purpose of revising its agenda for the Extraordinary General Shareholders'Meeting is to limit the amendments to the Articles of Incorporation, in order to clarify the relashionship between the proposed resolution and the purpose of amending the Articles of Incorporation, and it does not substantively revise the purpose of amending the Articles of Incorporation.

The agenda items planned to be submitted to the Extraordinary General Shareholders' Meeting are the proposed resolution described below in "I. Partial Amendments to Articles of Incorporation" and the proposed resolution described in "II. Reduction of Amounts of Capital, Capital Reserve, and Retained Earnings Reserve" in the December 9 Press Release.

Particulars

The details of the proposed resolution for the partial amendment to the Articles of Incorporation after the revision, resolved at the Company's meeting of the board of directors today, are as follows:

1. Partial Amendment 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 "II. Reduction of Amounts of Capital, Capital Reserve, and Retained Earnings Reserve" in the December 9 Press Release.

   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 Dividend and the dividend amount per share for the Special Dividend in a flexible and timely manner, the Company will add a provision to the Articles of Incorporation, pursuant to Article 459, Paragraph 1 of the Companies Act, making it possible for the Company's board of directors to decide, for a limited period, the matters concerning dividends of surplus, if the Company intends to pay dividends of surplus by setting a record date on a date no later than September 29, 2017 (Article 37-2 of the Proposed Amendment).

   The Company has resolved at the meeting of the board of directors held on November 22, 2016 that it will not distribute the surplus for the fiscal year ending March 2017. Even if this proposal is adopted, the Company will not be prevented from making a decision to distribute surplus pursuant to the resolution of the general shareholders' meeting. Furthermore, since the authority of the board of directors of the Company concerning the decision regarding the distribution of surplus based on this proposal is limited to a certain period of time and certain circumstances, if the Transaction (meaning the series of transactions to make the Company a wholly-owned subsidiary of the Offeror by the Offeror acquiring all of the common stock of the Company (excluding the treasury shares held by the Company); hereinafter the same) is not executed as planned and the Company does not become a wholly-owned subsidiary of the Offeror, the dividends of surplus for the period after the fiscal year ending March 2018 shall be decided only by a resolution of the general shareholders' meeting, same as before the amendment of the Articles of Incorporation relating to this proposal.

   Accordingly, the amendment to the Articles of Incorporation relating to this proposal is limited to the minimum extent in order to facilitate the execution of the Transaction, and does not unreasonably expand the authority of the board of directors; thus, we would appreciate the shareholders' understanding regarding this matter.

3. Details of Amendment to Articles of Incorporation

The specific amendment is as set forth below.

(Amendments are underlined.)

Current Articles of Incorporation

Proposed Amendment

(Newly established)

Article 37-2. (Organs that Decide Dividends of Surplus) In the event that the Company distributes surplus by setting the record date on a date no later than September 29, 2017, the Company may, unless otherwise provided for in laws or regulations, decide the matters concerning dividends of surplus set forth in Article 459, Paragraph 1, Item 4 of the Companies Act by a resolution of the Board of Directors.

3.	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

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.