Overseas sales Overseas sales, which include export sales of the Company and its domestic consolidated subsidiaries and sales (other than exports to Japan) of its foreign consolidated subsidiaries, for the years ended December 31, 2010 and 2009 were summarized as follows: Millions of yen Year ended December 31, 2010 Asia North America Europe Other Total Overseas sales....................................... \23,385 \2,469 \2,106 \573 \ 28,533 Consolidated net sales.................... 153,779 Percentage of overseas sales to consolidated net sales............ 15.2% 1.6% 1.4% 0.4% 18.6% Thousands of U.S. dollars Year ended December 31, 2010 Asia North America Europe Other Total Overseas sales....................................... $286,969 $30,300 $25,845 $7,032 $ 350,149 Consolidated net sales.................... 1,887,098 Percentage of overseas sales to consolidated net sales............ 15.2% 1.6% 1.4% 0.4% 18.6% Millions of yen Year ended December 31, 2009 Asia North America Europe Other Total Overseas sales....................................... \16,319 \2,448 \1,206 \154 \ 20,129 Consolidated net sales.................... 140,033 Percentage of overseas sales to consolidated net sales............ 11.7% 1.7% 0.9% 0.1% 14.4% 22. Amounts per Share The following table sets forth net income, cash dividends and net assets per share of common stock as of and for the years ended December 31, 2010 and 2009: Yen U.S. dollars Year ended December 31, 2010 2009 2010 Net income: Basic................................................................ \ 52.05 \ 13.85 $0.64 Cash dividends............................................... 9.00 6.00 0.11 Net assets.......................................................... 437.17 394.03 5.36 Cash dividends per share represent the cash dividends proposed by the Board of Directors as applicable to the respective years together with the interim cash dividends paid as described in Note 2 (m). 23. Subsequent Events Cash dividends The following appropriation of retained earnings of the Company, which has not been reflected in the accompanying consolidated financial statements for the year ended December 31, 2010 as described in Note 2 (m), was approved at a shareholders’ meeting held on March 30, 2011: Millions of yen Thousands of U.S. dollars Cash dividends . \5.5 (U.S.$0.067) per share........ \1,387 $17,026 Execution of share exchange agreement The Company and Aronkasei Co., Ltd. (“Aronkasei”) passed a resolution to make Aronkasei a wholly-owned subsidiary of the Company through a share exchange at both companies board of director’s meetings on February 10, 2010 and a share exchange agreement was subsequently entered into. 1. Purpose of share exchange The Company considers that the conversion of Aronkasei into a wholly-owned subsidiary will enable prompt management decision-making and efficient business operations. In addition, through sharing information with the Company in terms of research and technology development, sales development, manufacturing technology and management systems and closer cooperation with management resources, expansion of business and more efficient operations will be realized. 2. Share exchange methodology The Company will become the wholly owning parent company in a share exchange with Aronkasei, and Aronkasei will become a wholly-owned subsidiary. The Company is scheduled to implement the share exchange without obtaining the approval at a shareholders’ meeting using a simplified share exchange procedure under Article 796, paragraph 3 of the Companies Atc. Aronkasei obtained approval of the share exchange agreement at its ordinary shareholders’ meeting on March 25, 2011. 3. Scheduled effective date of the share exchange July 1, 2011 4. Details of the allocation of shares associated with the share exchange For every one share of Aronkasei common shares, 1.25shares of the Company’s common stock will be allocated. 5. Number of shares to be delivered through the share exchange The Company will provide 19,472,501 common shares through the share exchange, and these shares are scheduled to be appropriated from treasury shares held by the Company. In case of any shortfall due to appropriation of treasury shares, new common shares are scheduled to be issued. Acquisition of treasury stock The board of directors’ on February 10, 2011 passed a resolution on the acquisition of treasury stock by the Company pursuant to the provision of the Article 156 of the Companies Act, which is applied by replacement in accordance with the provision of Article 165, paragraph 3 of said Act. 1. Grounds for conducting acquisition of treasury stock The Company by resolution at the board of directors’ meeting held on February 10, 2011, decided to make Aronkasei a wholly-owned subsidiary of the Company through a share exchange. The purpose of the acquisition of treasury stock is to acquire shares of the Company to be allocated to eligible shareholders of Aronkasei in carrying out the share exchange agreement and to enable flexible capital management policies corresponding to changes in the business environment. 2. Details concerning matters related to acquisition (1) Class of shares to be acquired: Common stock of the Company (2) Total number of shares to be acquired: Up to a maximum of 12,000,000 shares (3) Total purchase price of shares to be acquired: Up to a maximum of \5 billion (4) Period of acquisition: February 14, 2011 through December 22, 2011 Toagosei Co., Ltd. 41