March 29, 2022
Company Name: Nihon Dempa Kogyo Co., Ltd.
Representative: Hiromi Katoh, Representative Director and President(Code: 6779 Tokyo Stock Exchange, 1st Section)
Contact:
Yuzuru Takeuchi, Senior Corporate Officer and General Manager of
Administration Division(Phone: +81-3-5453-6711)
Re: Issuance of New Shares, Disposal of Treasury Stock and Secondary Offering of
Shares and Reduction of Amounts of Capital Stock and Legal Capital Surplus
Concurrently with Issuance of New Shares
Nihon Dempa Kogyo Co., Ltd. (“NDK” or “we”) hereby announces that the Board of
Directors of NDK, at its meeting held today, passed resolutions that the issuance of newshares, the disposal of treasury stock and the secondary offering of shares would be
conducted. In addition, in connection with these resolutions, matters related to the
reduction of the amounts of capital stock and legal capital surplus resolved at a meetingof the Board of Directors held on March 10, 2022 have been partially determined.
[Background to and Purpose of Fund Raising]
NDK formulated the mid-term management plan that covers the period from FY2022(fiscal year ending March 31, 2023) to FY2024 (fiscal year ending March 31, 2025) (the“New Mid-Term Management Plan”) as described in the “Notice Concerning
Formulation of New Medium-Term Management Plan” dated March 10, 2022. As part ofthe most important measures under the New Mid-Term Management Plan, NDK has
resolved, at the meeting of its Board of Directors held today, to acquire from Japan
Industrial Solutions Fund II (the “Class Shareholder”), and to cancel all of the Class A
Shares of NDK remaining as of May 26, 2022, on the condition that the relevant fundraising has been completed (for details of such acquisition and cancellation of Class A
Shares, please see the notice “Re: Acquisition and Cancellation of Class A Shares” dated
today). NDK considers it desirable, from the perspective of enhancement of NDK’s
corporate value and shareholder value, to realize further strengthening of its financial baseafter the redemption of the Class A Shares, in conjunction with securing the funds for
growth which will be required to realize the future growth strategies under the New MidTerm Management Plan.
Note: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.

NDK will be conducting the relevant fund raising as part of “solidifying the structure
for the automotive electronics and 5G-related businesses”, “the aggressive investment
strategy for the realization of growth strategies”, and “the financial strategy for the
improvement of capital efficiency and the establishment of a healthy financial position”
which are the most important measures under the New Mid-Term Management Plan.
NDK intends to allocate, in accordance with the growth strategies under the New MidTerm Management Plan, the raised funds to capital expenditures aimed at increasing
production capacity, etc. for responding to the increase of demand for crystal devices
mainly in automotive applications and 5G-related handsets, and will make efforts in orderto enhance its mid-to-long term corporate value and shareholder value throughstrengthening of its profit base and financial base.
I. Issuance of New Shares, Disposal of Treasury Stock and Secondary Offering of Shares
1. Issuance of New Shares through Public Offering (Public Offering)(1) Class and number of
2,268,100 shares of common stock of NDKshares to be offered
The amount to be paid in will be determined on a dayin the period between April 7, 2022 (Thu) and April
11, 2022 (Mon) (the “Pricing Date”) in accordance(2) Amount to be paid inwith the method set forth in Article 25 of theRegulations Concerning Underwriting of Securities,
etc. promulgated by the Japan Securities Dealers
Association (the “JSDA”).
The offering will be a public offering, and theunderwriter shall underwrite and purchase all of theshares. In addition, the issue price (offer price) in the
public offering shall be determined on the Pricing Datein accordance with the method stated in Article 25 of
the Regulations Concerning Underwriting of
Securities, etc., of the JSDA, based on the preliminary(3) Method of offering
pricing terms calculated by multiplying the closing
price of the shares of common stock of NDK on theTokyo Stock Exchange, Inc. on the Pricing Date (or, if
no closing price is quoted, the closing price of theimmediately preceding date) by a number between
0.90 and 1.00 (with any fraction less than one yen
being rounded down), taking into account market
demand and other conditions.
Note: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.

In addition, a part of the number of shares to be offered
above may be sold to foreign investors in foreign
markets mainly in Europe and Asia (excluding the U.S.
and Canada).
The payment date is a day in the period from April 13,
2022 (Wed) to April 15, 2022 (Fri), provided,(4) Payment datehowever, that such day is the fourth business day
following the Pricing Date.
The delivery date is the business day immediately(5) Delivery datefollowing the payment date above.
The deposit for subscription is the same price as the(6) Deposit for subscription
issue price (offer price) per share.
(7) Subscription unit
100 shares(8)
The amount to be paid in, the amounts of capital stock and legal capitalsurplus to be increased, the issue price (offer price), and any other mattersnecessary for this issuance of new shares of NDK through the public
offering will be determined by Hiromi Katoh, Representative Director andPresident of NDK or a representative selected by him.
2. Disposal of Treasury Stock through Public Offering (Public Offering)(1) Class and number of
1,133,700 shares of common stock of NDKshares to be offered
The amount to be paid in will be determined on the
Pricing Date in accordance with the method set forth in
Article 25 of the Regulations Concerning Underwriting(2) Amount to be paid inof Securities, etc. promulgated by the JSDA. In
addition, the amount to be paid in is the same as theamount to be paid in in the issuance of new sharesthrough public offering.
The offering will be a public offering, and theunderwriter shall underwrite and purchase all of theshares. In addition, the disposal price (offer price) in
the public offering shall be determined on the Pricing
Date in accordance with the method stated in Article(3) Method of offering
25 of the Regulations Concerning Underwriting of
Securities, etc., of the JSDA, based on the preliminary
pricing terms calculated by multiplying the closing
price of the shares of common stock of NDK on theTokyo Stock Exchange, Inc. on the Pricing Date (or, if
no closing price is quoted, the closing price of theNote: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.

immediately preceding date) by a number between
0.90 and 1.00 (with any fraction less than one yen
being rounded down), taking into account market
demand and other conditions. The disposal price (offer
price) is the same as the issue price (offer price) in theissuance of new shares through public offering.
In addition, a part of the number of shares to be offered
above may be sold to foreign investors in foreign
markets mainly in Europe and Asia (excluding the U.S.
and Canada).
The payment date is the same as the payment date in(4) Payment datethe issuance of new shares through public offering.
The delivery date is the same as the delivery date in the(5) Delivery dateissuance of new shares through public offering.
The deposit for subscription is the same price as the(6) Deposit for subscription
disposal price (offer price) per share.
(7) Subscription unit
100 shares(8)
The amount to be paid in, the disposal price (offer price), and any othermatters necessary for this disposal of treasury stock of NDK through the
public offering will be determined by Hiromi Katoh, Representative Director
and President of NDK or a representative selected by him.
3. Secondary Offering of Shares (Offering through Over-Allotment)(1) Class and number of
510,200 shares of common stock of NDK.
shares to be offered
The number of shares mentioned above is the
maximum number of shares to be sold. The above
number may reduce, or this offering itself may becancelled, depending on market demand and otherconditions. Furthermore, the number of shares to be
sold will be determined on the Pricing Date, taking
into account market demand and other conditions.
(2) Seller
The underwriter(3) Selling price
Undetermined (The selling price will be determined on
the Pricing Date; however, such selling price will be
the same as the issue price (offer price) and thedisposal price (offer price) in the public offering.)(4) Method of offering
Taking into account market demand and otherconditions for the public offering, the underwriter will
make a secondary offering of the shares the common
Note: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.

stock of NDK that it borrows from certain
shareholder(s) of NDK.
(5) Delivery date
The delivery date is the same as the delivery date in the
public offering.
(6) Deposit for subscription The deposit for subscription is the same as the deposit
for subscription in the public offering.
(7) Subscription unit
100 shares(8)
The selling price and any other matters necessary for this offering throughover-allotment will be determined by Hiromi Katoh, Representative Director
and President of NDK or a representative selected by him.
4. Issuance of New Shares through Third-Party Allotment (the Capital Increase through
Third Party Allotment)(1) Class and number of
510,200 shares of common stock of NDK.
shares to be offered(2) Amount to be paid in
The amount to be paid in is the same as the amount tobe paid in in the public offering.
(3) Allottee and number of
The underwriter 510,200 sharesshares to be allotted(4) Payment date
May 10, 2022 (Tue)(5) Subscription unit
100 shares(6) The amount to be paid in, the amounts of capital stock and legal capital surplus
to be increased, and any other matters necessary for issuance of new shares throughthe Third-Party Allotment will be determined by Hiromi Katoh, Representative
Director and President of NDK or a representative selected by him.
(7) Shares not subscribed for within the subscription date will not be issued.
(8) The Third-Party Allotment is subject to the registration taking effect under the
Financial Instruments and Exchange Act of Japan.
Ⅱ． Reduction of Amounts of Capital Stock and Legal Capital Surplus Concurrently
with Issuance of New Shares (Progress of Disclosed Matters)
For contemplating to maintain stable dividends after the capital increase describedabove and the acquisition of the Class A Shares, NDK would plan to reduce the amountsof each of the capital stock and legal capital surplus to be increased as a result of theissuance of new shares through public offering (the “Capital Increase through Public
Offering”) as described in “I. 1. Issuance of New Shares through Public Offering (Public
Offering)” above and the issuance of new shares through third-party allotment (theCapital Increase through Third Party Allotment”) as described in “I. 4. Issuance of New
Note: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.

Shares through Third-Party Allotment (the Capital Increase through Third Party
Allotment)” above and transfer such amount to other capital surplus (the reduction of theamounts of capital stock and legal capital surplus is hereinafter referred to as the“Reduction of Amount of Capital Stock, etc.”). NDK passed a resolution regarding theReduction in Amount of Capital, etc. at a meeting of the Board of Directors of NDK heldon March 10, 2022 (for the details thereof, please see the press release titled “Re: Shelf
Registration Statement regarding Issuance of New Shares and Disposal of Treasury Stockand Reduction of Amounts of Capital Stock and Legal Capital Surplus Concurrently withIssuance of New Shares” as of March 10, 2022). At this time, NDK hereby announces
that, pursuant to the resolution at a meeting of the Board of Directors of NDK, part of theschedule of the Reduction of Amount of Capital Stock, etc. was determined. There is nochange in any other matters regarding the Reduction of Amount of Capital Stock, etc.
described in the press release mentioned above.
Schedule of the Reduction of Amount of Capital Stock, etc. in the future (Scheduled)
Resolution of the Board of Directors on
the Reduction of Amount of Capital
March 10, 2022 (Thu)Stock, etc.
Public notice with respect to statements
March 11, 2022 (Fri)of objection by creditors (scheduled)
Final deadline for statements ofApril 11, 2022 (Mon)objection by creditors (scheduled)
Effective date of the Reduction of
Any day after April 13, 2022 (Wed) andAmount of Capital Stock, etc.
before April 15, 2022 (Fri) (however, thecorresponding to Capital Increasesame day as the payment date of thethrough Public Offering (scheduled)
Capital Increase through Public
Offering)
Effective date of the Reduction ofAmount of Capital Stock, etc.
corresponding to Capital Increase
May 10, 2022 (Tue)through Third Party Allotment(scheduled)(Reference)
Acquisition date of 5,000 shares of the
May 26, 2022 (Thu)Class A Shares (scheduled)
ⅡI．Use of Proceeds
Note: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.

With respect to the net proceeds, from the public offerings and the Capital Increase
through Third Party Allotment, in the aggregate amount of up to approximately
3,965,471,240 yen, NDK plans to allocate 3,000 million yen by March 2025 to its capital
expenditures aimed at increasing production capacity, etc. for responding to the increaseof demand for crystal devices mainly in automotive applications and 5G-related handsets,
and if there will be any remaining amount, NDK plans to allocate the remaining amountby March 2024 to the working capital which will be required to expand businessassociated with the implementation of the New Mid-Term Management Plan.
Looking ahead, NDK expects that, in the crystal device industry to which the NDKgroup companies belong, the demand for highly accurate and highly reliable crystal
device products, in relation to which NDK has competitive advantages will increasesignificantly owing to the increase in the number of devices relating to ADAS (Advanced
Driver Assistance Systems) installed in automobiles and the widespread adoption of 5G
compatible smartphones. Therefore, NDK believes that, as part of “solidifying thestructure for the automotive electronics and 5G-related businesses” and “the aggressive
investment strategy for the realization of growth strategies”, which are the most importantmeasures under the New Mid-Term Management Plan, it is necessary to enhanceinvestments, etc. for the increase in production according to the increase in demand in theautomotive and mobile communications applications.
End

Note: This press release has been prepared for the purpose of announcing to the public certain matters relating toissuance of new shares, disposal of treasury stock and secondary offering of shares and reduction of amounts ofcapital stock and legal capital surplus concurrently with issuance of new shares, and not for the purpose of soliciting
investment within or outside Japan. In addition, this press release does not constitute an offer of investment to ora part of soliciting activities to purchase the common stock of NDK in the United States. Investors should carefully
review the prospectus for the issuance of new shares the prospectus for the offering of shares, and any
amendments thereto (if any) prepared by NDK prior to making any investment decisions. The securities referred
to above 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 from registration under the Securities Act. The securities referred to above will not be publicly offeredor sold in the United States. Estimates, expectations, forecasts, and other future information set out in this press
release have been prepared based on the information that is available for NDK as of today and on certain
assumptions and qualifications, and the actual financial performance or results might be substantially different fromsuch future information contained in the material due to risk factors including domestic and global economic
conditions.