March 10, 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 ofAdministration Division(Phone: +81-3-5453-6711)
Re: Shelf Registration Statement regarding Issuance of New Shares and Disposalof Treasury Stock 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 Boardof Directors of NDK, at its meeting held today, passed a resolution that NDK would
file the shelf registration statement regarding issuance of new shares and disposal oftreasury stock and reduce the amounts of the capital stock and the legal capital surplus
concurrently with the issuance of new shares and transfer the reduced amount to othercapital surplus (the “Reduction of Amount of Capital Stock, etc.”) and NDK has filed
the shelf registration statement to the Kanto Finance Bureau as of today, March 10,2022.
I. Shelf Registration Statement regarding Issuance of New Shares and Disposal ofTreasury StockNDK has filed the shelf registration statement regarding issuance of new shares anddisposal of treasury stock to the Kanto Finance Bureau as of today, March 10, 2022, as
described below. Timing, issue (disposal) conditions, issue (disposal) total amount anduse of proceeds with respect to the issuance of new shares and the disposal of treasury
stock on the relevant shelf registration statement are to be determined.
1.

2.

3.

Class of Securities to beoffered

Shares of common stock of NDKFor the period from the scheduled effective date
Scheduled Issue (Disposal) of the shelf registration to the date that is 1 year
Periodafter such scheduled effective date.
(From March 18, 2022 to March 17, 2023)
Scheduled Issue (Disposal)
Up to 5 billion yen
AmountNote:This press release has been prepared for the purpose of announcing to the public certain matters relating to thefiling of shelf registration statement regarding issuance of new shares and disposal of treasury stock and reductionof amounts of capital stock and legal capital surplus concurrently with issuance of new shares, and not for thepurpose of soliciting investment within or outside Japan. In addition, this press release does not constitute an offerof investment to or a part of soliciting activities to purchase the common shares of NDK in the United States. The
securities referred to above have not been, and will not be registered under the United States Securities Act of1933, 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 offered or 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 andon certain assumptions and qualifications, and the actual financial performance or results might be substantiallydifferent from such future information contained in the material due to risk factors including domestic and global
economic conditions.

4.

Offering Method

5.

Use of Proceeds

To be determined
Proceeds from an offering related to the shelfregistration will be allocated to the capitalexpenditures and the working capital.

II. Reduction of Amounts of Capital Stock and Legal Capital Surplus Concurrently withIssuance of New Shares
1.

Purpose of the Reduction of Amount of Capital Stock, etc.
For contemplating to maintain stable dividends after the Capital Increase (asdefined below) and the acquisition of the Class A Shares, NDK decided, withrespect to both the Capital Increase through Public Offering (as defined below) andthe Capital Increase through Third-Party Allotment (as defined below), and in
conjunction with the issuance of new shares, to reduce the full amounts in respectof the capital stock and legal capital surplus, respectively, which are to be increasedby the issuance of new shares, and transfer such amounts to other capital surplus(the reduction of the amounts in respect of the capital stock and legal capital surplus
which are to be increased by the Capital Increase through Public Offering shall behereinafter referred to as the “Reduction of Amount of Capital Stock, etc.
corresponding to Capital Increase through Public Offering”; and the reduction of
the amounts in respect of the capital stock and legal capital surplus which are to beincreased by the Capital Increase through Third Party Allotment shall be hereinafterreferred to as the “Reduction of Amount of Capital Stock, etc. corresponding to
Capital Increase through Third Party Allotment”).
The issuance of new shares through the public offering shall be hereinafterreferred to as “Capital Increase through Public Offering”; and together with thedisposal of treasury stock through the public offering, the “Capital Increase, etc.
through Public Offering.” In addition, the issuance of new shares through a third
party allotment in which the newly issued shares will be allotted to the leadunderwriter for the Capital Increase, etc. through Public Offering (granting andexercise of the so-called Green Shoe Option) shall be hereinafter referred to as the“Capital Increase through Third-Party Allotment”; and together with the Capital
Increase, etc. through Public Offering, the “Capital Increase.”.

2.

Detail of the Reduction of Amount of Capital Stock, etc.
(1) Amount of capital stock and legal capital surplus to be reduced(i) Reduction of Amount of Capital Stock, etc. corresponding to Capital
Increase through Public Offering
Out of the amount of the capital stock increased by the Capital Increase throughPublic Offering, NDK will reduce 2.5 billion yen and will transfer the fullNote:This press release has been prepared for the purpose of announcing to the public certain matters relating to thefiling of shelf registration statement regarding issuance of new shares and disposal of treasury stock and reductionof amounts of capital stock and legal capital surplus concurrently with issuance of new shares, and not for thepurpose of soliciting investment within or outside Japan. In addition, this press release does not constitute an offerof investment to or a part of soliciting activities to purchase the common shares of NDK in the United States. Thesecurities referred to above have not been, and will not be registered under the United States Securities Act of1933, 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 offered or 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 andon certain assumptions and qualifications, and the actual financial performance or results might be substantiallydifferent from such future information contained in the material due to risk factors including domestic and global
economic conditions.

amount to other capital surplus (provided, however, that the amount of the capitalstock concurrently increased by the Capital Increase through Public Offering is
below 2.5 billion yen, such amount will apply. Since such reduction is conductedwithin the limits of the amount to be increased by the issuance of new shares by
the Capital Increase through Public Offering, the amount of capital stock after
the effective date will not be below the capital stock before the effective date).
In addition, out of the amount of the legal capital surplus increased by the Capital
Increase through Public Offering, NDK will reduce 2.5 billion yen and willtransfer the full amount to other capital surplus (provided, however, that theamount of the legal capital surplus concurrently increased by the Capital Increase
through Public Offering is below 2.5 billion yen, such amount will apply. Sincesuch reduction is conducted within the limits of the amount to be increased by
the issuance of new shares by the Capital Increase through Public Offering, theamount of legal capital surplus after the effective date will not be below the legal
capital surplus before the effective date).
(ii) Reduction of Amount of Capital Stock, etc. corresponding to Capital
Increase through Third Party Allotment
Out of the amount of the capital stock increased by the Capital Increase through
Third Party Allotment, NDK will reduce 375 million yen and will transfer thefull amount to other capital surplus (provided, however, that the amount of thecapital stock concurrently increased by the Capital Increase through Third Party
Allotment is below 375 million yen, such amount will apply. Since such
reduction is conducted within the limits of the amount to be increased by theissuance of new shares by the Capital Increase through Third Party Allotment,
the amount of capital stock after the effective date will not be below the capitalstock before the effective date.)
In addition, out of the amount of the legal capital surplus increased by the Capital
Increase through Third Party Allotment, NDK will reduce 375 million yen andwill transfer the full amount to other capital surplus (provided, however, that theamount of the legal capital surplus concurrently increased by the Capital Increase
through Third Party Allotment is below 375 million yen, such amount will apply.
Since such reduction is conducted within the limits of the amount to be increasedby the issuance of new shares by the Capital Increase through Third Party
Allotment, the amount of legal capital surplus after the effective date will not bebelow the legal capital surplus before the effective date.)(2) Method of reduction of amounts of capital stock and legal capital surplus
After implementing the reduction of the amounts of the capital stock and thelegal capital surplus as stated above in accordance with the provisions of Article
Note:This press release has been prepared for the purpose of announcing to the public certain matters relating to thefiling of shelf registration statement regarding issuance of new shares and disposal of treasury stock and reductionof amounts of capital stock and legal capital surplus concurrently with issuance of new shares, and not for thepurpose of soliciting investment within or outside Japan. In addition, this press release does not constitute an offerof investment to or a part of soliciting activities to purchase the common shares of NDK in the United States. The
securities referred to above have not been, and will not be registered under the United States Securities Act of1933, 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 offered or 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 andon certain assumptions and qualifications, and the actual financial performance or results might be substantiallydifferent from such future information contained in the material due to risk factors including domestic and global
economic conditions.

447, Paragraphs 1 and 3 and Article 448, Paragraphs 1 and 3 of the Companies
Act, NDK will transfer the full amounts to other capital surplus, respectively.
3.

Schedule for the Reduction of Amount of Capital Stock, etc.
Resolution of the Board ofDirectors on the Reduction ofMarch 10, 2022
Amount of Capital Stock, etc.
Public notice with respect tostatements of objection byMarch 11, 2022
creditors (scheduled)
Final deadline for statements ofobjection by creditors
April 11, 2022
(scheduled)
Effective date of the Reduction
Any date until March 17, 2023 (provided,of Amount of Capital Stock, etc.
however, the same date as the payment
corresponding to Capital Increase
date of the Capital Increase throughthrough Public Offering
Public Offering)(scheduled)Effective date of the Reduction
Any date until March 17, 2023 (provided,of Amount of Capital Stock, etc.
however, the same date as the payment
corresponding to Capital Increase
date of the Capital Increase through Third
through Third Party Allotment
Party Allotment)(scheduled)
EndNote:This press release has been prepared for the purpose of announcing to the public certain matters relating to thefiling of shelf registration statement regarding issuance of new shares and disposal of treasury stock and reductionof amounts of capital stock and legal capital surplus concurrently with issuance of new shares, and not for thepurpose of soliciting investment within or outside Japan. In addition, this press release does not constitute an offerof investment to or a part of soliciting activities to purchase the common shares of NDK in the United States. Thesecurities referred to above have not been, and will not be registered under the United States Securities Act of1933, 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 offered or 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 andon certain assumptions and qualifications, and the actual financial performance or results might be substantiallydifferent from such future information contained in the material due to risk factors including domestic and global
economic conditions.