(This document is a summary English translation of the original Japanese document. If there are any discrepancies
between this document and the original Japanese document, the original Japanese document prevails.)
April 8, 2024
To all concerned parties
Company name:Company representative:

Contact:

ROHM Co., Ltd.
Isao Matsumoto,President & Chief Executive Officer(Code:6963, TSE Prime Market)
Tatsuhide Goto, Division Manager,
Public and Investor Relations Div.
(Tel:075-311-2121)

Announcement Regarding the Issuance of Zero Coupon Convertible Bonds due 2029
and Zero Coupon Convertible Bonds due 2031
ROHM Co., Ltd. (the “Company”) hereby announces that the Company has decided to issue Zero Coupon ConvertibleBonds (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) due 2029 (the “2029Bonds”) and Zero Coupon Convertible Bonds (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakukentsuki shasai) due 2031 (the “2031 Bonds” and, together with the 2029 Bonds, the “Bonds”) pursuant to the decision of thePresident (Representative Director) of the Company, upon a delegation by a resolution of its Board of Directors at a meeting
held on April 8, 2024.

【Background and Purpose of the Issuance of the Bonds】
In order to realize the Company’s management vision of “focusing on power and analog solutions and solving social
problems by contributing to our customers’ needs for ‘energy savings’ and ‘miniaturization’ of their products,” theCompany is working on the medium-term management plan “MOVING FORWARD to 2025” (FY2021 to FY2025),
aiming for sustainable growth and enhancing corporate value over the medium to long term.

In the medium-term management plan, the Company is further accelerating investment in growth businesses, focusing on
increasing the capacity of the SiC business, which is the Company’s focus area, and expanding overseas sales of LSI
automotive solutions.

As the international competitive environment in the semiconductor industry intensifies, theCompany is constantly considering capital investments and M&A with an eye to expanding future business opportunities,
with a focus on strengthening IDM capabilities, which are the Company’s strengths, and the possibility of strengthening
our power and analog fields.

Under these circumstances, in September 2023, in a series of transactions related to the going private of Toshiba
Corporation (“Toshiba”), the Company invested 100 billion yen as a limited liability partner in TB Investment Limited
Partnership, managed and operated by Japan Industrial Partners, Inc. and its group companies, which invests in TBJ
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Holdings Inc. (“TBJ Holdings”), the parent company of the offeror (TBJH Inc.) (the “Investment”), and the Company
underwrote 200 billion yen of non-voting preferred shares issued by TBJ Holdings (the “Underwriting”).

The Company borrowed a 300 billion yen bridge loan from financial institutions in September 2023 with a loan period ofup to one year to fund the Investment and the Underwriting.

In order to replace part of the bridge loan with permanent

financing, the Company has decided to issue the Bonds after taking into account various circumstances such as the market
environment, financing costs, and the impact on existing shareholders.

【Use of Proceeds】
The net proceeds of the issue of the Bonds are estimated to be approximately ¥200 billion and will be used by the Company,
as permanent financing, to refinance ¥200 billion out of the ¥300 billion bridge loan which it has incurred in connection
with participating in the going private of Toshiba.

Issuance of the 2029 Bonds
1.

Securities Offered¥100,000,000,000 in aggregate principal amount of Zero Coupon
Convertible Bonds (bonds with stock acquisition rights,tenkanshasaigata shinkabu yoyakuken-tsuki shasai) due 2029

2.

Issue Price

102.5%

3.

Closing Date

April 24, 2024

4.

Coupon0%5.

Redemption at Maturity

100%

Issuance of the 2031 Bonds
1.

Securities Offered¥100,000,000,000 in aggregate principal amount of Zero Coupon
Convertible Bonds (bonds with stock acquisition rights,tenkanshasaigata shinkabu yoyakuken-tsuki shasai) due 2031

2.

Issue Price

102.5%

3.

Closing Date

April 24, 2024

4.

Coupon0%5.

Redemption at Maturity

100%

Note: This press release has been prepared for the sole purpose of publicly announcing the information contained herein, and not for thepurpose of soliciting investment or engaging in any other similar activities within or outside Japan. This press release is not an offer ofsecurities for sale in the United States and nothing in this communication shall constitute an offer to sell or the solicitation of an offer tobuy securities in any jurisdiction in which such offer or sale would be unlawful. The securities referred to herein 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 offeredor sold in the United States absent registration or an exemption from registration under the Securities Act. No public offering of thesecurities will take place in the United States.

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