Note: This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

July 5, 2023
Company Name:
Representative:

Contact:

Socionext Inc.
Representative Director,
Chairman, President and CEO
Masahiro Koezuka(Code No. 6526, TSE Prime Market)
General Manager,
Public Relations & Investor Relations Office
Hiromasa Nakajima(TEL: +81 45-568-1000)

Notice Regarding Secondary Offering of Shares andChange in the Largest Shareholder (which is also a Principal Shareholder) and Principal
Shareholders
Socionext Inc. (the “Company”) hereby announces that it has resolved, at the board of directors meeting
held on July 5, 2023, to approve a secondary offering of shares of common stock of the Company in theinternational markets as follows.
The Company also announces that a change in the largest shareholder (which is also a principalshareholder) and the principal shareholders of the Company is expected as a result of the secondary offering.
I. International secondary offering of shares(1) Class and number of 12,624,800 shares of common stock of the Companyshares to be offered(2) Selling shareholders Development Bank of Japan Inc.
and number of shares
Fujitsu Limited
to be offered
Panasonic Holdings Corporation

5,049,900 shares
5,049,900 shares
2,525,000 shares(3) Method of offering

The offering will be conducted in the international markets (in the United States,
however, the offering is restricted to qualified institutional investors in reliance on
the Rule 144A under the U.S. Securities Act of 1933 (the “Securities Act”)) (the“International offering”), whereby the aggregate number of shares mentioned in (1)above shall be severally and not jointly purchased and subscribed by the managers.

(4) Offer price

To be determined by the same process as the bookbuilding process set out underArticle 25 of the Rules Concerning Underwriting, Etc. of Securities of the Japan
Securities Dealers Association, on a certain date between Tuesday, July 11,2023 and Thursday, July 13, 2023 (the “Pricing Date”), in consideration of market
demand and other conditions.

unit(5) Share
subscription(6) Settlement datefor 100 shares
A certain date between Thursday, July 13, 2023 and Tuesday, July 18,
2023 provided that such date is the second business day following the Pricing Date.

(7) Compensation
managersfor Underwriting commission shall not be paid, but the managers shall instead beentitled to the offer price less the purchase price as the managers’ proceeds.

(8) Masahiro Koezuka, Representative Director of the Company, or any agent appointed by him is solelyauthorized to approve the offer price and all other matters necessary for the International offering.

Reference 1: Purpose of secondary offering
The Company was listed on the Prime Market of the Tokyo Stock Exchange in October 2022. Now thatnine months have passed since such listing, the Company has received indication from Development Bank ofJapan Inc., Fujitsu Limited, and Panasonic Holdings Corporation as selling shareholders in the International
offering of their intention to sell the shares of common stock of the Company that they hold. The Company
determined to approve the International offering in order to avoid an impact on the market price by selling theshares of common stock of the Company that the selling shareholders held through the market, as well as fromthe perspective of enhancing the market liquidity of the common stock of the Company and expanding its
shareholder base. The Company believes that the International offering will enable it to receive support for its
long-term growth from the capital markets.
Reference 2: Lock-up
The Company has agreed with the manager to the effect that, during the lock-up period (the period
beginning on the Pricing Date and ending on the 180th day after the settlement date of the International offering),
the Company shall not issue shares of common stock, issue securities that can be converted into or exchanged
for shares of common stock of the Company, issue securities that represent the right to acquire or receive sharesof common stock of the Company, or conduct similar transactions without the prior written consent of themanager (excluding stock splits, allotment of shares without contribution, etc.).
The manager has the right to wholly or partially waive or shorten the restriction period under the above
agreement at its own discretion.
II. Change in the Largest Shareholder (which is also a Principal Shareholder) and Principal Shareholders
1. Reason for the change
The largest shareholder (which is also a principal shareholder) and the principal shareholders of theCompany are expected to change as a result of the International offering set forth in “I. International secondaryoffering of shares” above.

2. Overview of shareholders subject to change(a) Overview of shareholder which no longer will be the largest shareholder (which is also a principalshareholder).

(b)

(1)

Name

Development Bank of Japan Inc.

(2)

Address

9-6, Otemachi 1-chome, Chiyoda-ku, Tokyo(3)

Title and name ofrepresentative

President and CEO, Seiji Jige

(4)

Content of businessLong-term capital supply (investment), etc.

(5)Paid-in capital

1,000,424 million JPY (as of March 31, 2023)

Overview of shareholder which no longer will be a principal shareholder
(1)

Name

Fujitsu Limited

1-1, KamikodanakaKanagawa

4-chome,Nakahara-ku,

Kawasaki-shi,(2)

Address(3)

Title and name ofrepresentative

Representative Director, CEO, Takahito Tokita(4)Content of business

Development, manufacture, and provision of products and services
related to the software, information processing, andtelecommunications sectors(5)Paid-in capital

324,625 million JPY (as of March 31, 2023)

3.

Number and percentage of voting rights held by the shareholders before and after change(a)Development Bank of Japan Inc.
Status

Before change(as of July 5, 2023)

After change

Largestshareholder(which is also aprincipalshareholder)―

Number of voting rights(Number of shares held)
50,499(5,049,966 shares)
0(0 shares)% of total votingrights

Ranking amongshareholders

15.00%

First

0.00%

―

(Notes) 1. The percentage of total voting rights before and after change is calculated based on 336,550
voting rights held by all shareholders as of March 31, 2023. Ranking among shareholders isbased on the register of shareholders of the Company as of March 31, 2023.
Number of shares deducted from the total number of shares issued as shares without voting
rights: 11,666 shares
Total number of shares issued as of March 31, 2023: 33,666,666 shares
2. Development Bank of Japan Inc. will retain 66 shares of common stock of the Company
immediately following the completion of the International offering as such shares constituteless than a full unit of 100 shares. As such, Development Bank of Japan Inc. intends to requestthat the Company purchases such shares constituting less than a full unit pursuant to Article
192 of the Companies Act of Japan after the completion of the International offering andthereafter Development Bank of Japan Inc. will hold 0 shares of common stock of theCompany.
(b)

Fujitsu Limited
Status

Before change(as of July 5, 2023)

Principal
shareholder

After change―(Notes)Number of voting rights(Number of shares held)
50,499(5,049,900 shares)
0(0 shares)% of total votingrights

Ranking amongshareholders

15.00%

Second0.00%―

The percentage of total voting rights before and after change is calculated based on 336,550
voting rights held by all shareholders as of March 31, 2023. Ranking among shareholders isbased on the register of shareholders of the Company as of March 31, 2023.

Number of shares deducted from the total number of shares issued as shares without voting
rights: 11,666 shares
Total number of shares issued as of March 31, 2023: 33,666,666 shares
4. Expected date of change
Settlement date (the second business day following the Pricing Date) set forth in “I. International
secondary offering of shares - (6) Settlement date” above.

5. Outlook
No impact is expected on the management or results of operations of the Company as a result of thechange.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities inthe United States. The securities referred to in this press release have not been, and will not be,registered under the United States Securities Act of 1933, as amended (the “Securities Act”). The
securities may not be offered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. The securities referred to above will not be publicly offered orsold in the United States.