As the Internal Audit Division, two full-time employees are assigned to the Internal Auditing Department as an independent organization not being subordinated to any other organization, which conducts scheduled audits and unscheduled audits as appropriate.

Aloka obtained an opinion from South Toranomon Law Offices, its legal advisor, on matters such as the legality of the Share Exchange, ensuring fairness, procedures to avoid conflicts of interest, and the appropriateness of management judgments at the time of the meeting of the board of directors of Aloka, and based on the contents of that opinion, 13 directors of Aloka (including 1 outside directors) who were present at the meeting of the board of directors of Aloka held on this day of 14 directors (including 2 outside directors) carefully considered the funds to be delivered upon the Share Exchange and other conditions.

[...] [...] signatures of the two assigned research [...]

Also, the Target Company plans to propose an agenda item, at the annual general shareholders’ meeting of the Target Company to be held in June 2008, to elect at least two directors designated by the Company (with one of them being a part-time director).

Of all the directors of Towa, Noritada Terasawa, Chairman of the Board, is an adviser of the Company, and Hiroshi Ishikawa, Executive Vice President, is an employee of the Company (temporarily transferred to Towa). These two (2) directors did not participate in the deliberation and the voting for a resolution concerning the Share Exchange of Towa at the relevant Board of Directors meetings from the viewpoint of avoiding conflicts of interest.

This usually requires two operators working [...] [...]

Furthermore, the above two directors and one outside [...] [...]

Based on the regulations of the Board of Directors, regular meetings of the Board of Directors are held every month and extraordinary meetings are held as necessary. As the highest management decisionmaking body, the Board of Directors makes resolutions on management policy and important matters, and also supervises the execution of duties by directors.

[...] corporate ethics academician, and two lawyers.

In addition, as Katsuki Miyauchi and Kazuyoshi Tsunoda concurrently serve as Vice President and Executive Officer of the Company and Outside Director of the Target, they refrained from participating in discussions and the subsequent resolution of the Board of Directors of the Target regarding the acceptance of the Tender Offer and also refrained from participating in the discussions and negotiations with the Company from the standpoint of the Target.

[...] must state the names of two research supervisors [...] [...]

We are promoting diversity within the corporate officer system, and to this end we have appointed one new director and two new corporate officers from outside the Company.

Therefore, we hereby propose the election of six (6) Directors including two (2) new Directors to further enhance the management framework.

[...] [...] University, as well as two participants from [...]

[...] remunerations paid to two directors retired [...] [...]

Each Auditor attends the monthly Board of Directors meeting to audit the appropriateness of their execution of operations.

At the board of directors’ meeting of Cecile held today, where the implementation of the Share Exchange was resolved, since Cecile is a subsidiary of Fuji Media Holdings and Fuji Media Service as described in section (4) above, two of the six directors of Cecile, who also serve as a director or an employee of Fuji Media Holdings, did not, in light of the possibility of conflict of interests, participate in the discussions or the resolutions that took place in such meeting in order to avoid such conflict of interests.

Further, from the perspective of preventing conflicts of interest, the two directors among the directors of Tohoku Pioneer who are also an executive officer or employee of Pioneer did not participate in the discussion and resolution at the above meeting of the board of directors of Tohoku Pioneer.

[...] individual strengths of our two full professors, four [...] [...]

[...] [...] (9) Directors and two (2) Corporate Auditors [...] [...]

[...] [...] ¥94 million to the two Directors who retired during the current fiscal term and ¥53 million to the two Statutory Auditors [...] [...]

In addition, some members of the board of directors of the Target Company have certain interests in Sumitomo and KDDI: among the directors of the Target Company, two directors concurrently serve as representative directors of KDDI, one as a representative director of Sumitomo, and one as a Sumitomo employee; and among the company auditors of the Target Company, one company auditor concurrently serves as a KDDI employee, and one as a Sumitomo employee.

[...] appointed two Outside Directors and two Outside Auditors in terms of [...] [...]

[...] [...] Auditors including the two Outside Corporate [...] [...]