July 29, 2024

PRESS RELEASEKOITO MANUFACTURING CO., LTD.
Representative Director: Michiaki Kato, President(Stock Code: 7276 Prime Market, TSE)
Inquiries: Takahito Otake, Senior Managing Corporate Officer(Tel: +81-3-3443-7111)

Announcement Regarding Making Cepton, Inc., a U.S. Listed Company,a Subsidiary
As announced in the “Announcement Regarding Starting Negotiations with a Listed Company in U.S.A. to make theCompany a Subsidiary” released December 22, 2023, KOITO MANUFACTURING CO., LTD. (“KOITO”) had been
negotiating with Cepton, Inc. (“Cepton”, Head Office: CA, U.S.A., Listed on NASDAQ) regarding the acquisition ofshares to make Cepton a subsidiary of KOITO (“the transaction”). KOITO reached an agreement with Cepton on theshare purchase price and other terms and conditions and resolved to make Cepton a subsidiary at a meeting of its Boardof Directors held on July 29, 2024, and subsequently KOITO entered into a merger agreement with Cepton.
The transaction is subject to the approval of Cepton’s shareholders, the approval of the U.S. authorities, and otherconditions precedent set forth in the merger agreement. Cepton is expected to become our consolidated subsidiary fromthe fourth quarter of the fiscal year ending March 31, 2025.
1. Background and Reason for Making Cepton a Subsidiary
In the automotive industry, as development of ADAS (Advanced Driver Assistance Systems) and systems for automateddriving progress and the needs for peripheral monitoring using various sensors increase, the market for LiDAR, which
is superior in detection range, detection accuracy and precision, is expected to expand its market as an essential sensor.
Under these circumstances, KOITO and Cepton began joint development of LiDAR in 2018, working on thedevelopment of short-, medium-, and long-range LiDAR to meet a wide range of needs related to sensor-based
peripheral monitoring, including for infrastructure areas, in addition to automotive applications such as passenger cars,
industrial machinery, construction machinery, and agricultural machinery.
In April 2024, the short-range LiDAR developed in collaboration with Cepton was selected and ordered for use inperipheral monitoring of Level 4 automated vehicles (fully automated driving under certain conditions, such as onhighways and in limited areas).
As the scope of collaboration with Cepton expands in this way, we recognized that the acquisition of Cepton would
allow us to combine Cepton’s superior technological capabilities with the technologies and know-how accumulated by
KOITO group in the automotive lighting equipment and traffic system businesses, as well as to streamline processes
and of both companies. We believe this will further strengthen QCDD (quality, cost, delivery, and development) andour market competitiveness in the LiDAR business.
Under our corporate message of “Lighting for Your Safety,” we have been contributing to the realizing a safe and secure
mobility society through “light” in the field of automotive lighting equipment and other products. By adding LiDAR,
a sensor that uses “light”, to our product lineup, we will contribute to safety and security in the next-generation mobility
society where ADAS and autonomous driving becomes popular, and we will aim for sustainable corporate growth byproviding even higher value-added products through synergy between automotive lighting equipment and sensor
technology.
12. Structure of the Transaction
The transaction will be conducted through a reverse triangular merger. Cepton will be merged into a merger subsidiarythat is a wholly owned subsidiary of an intermediate holding company which KOITO established in Delaware, U.S.A.
(the “intermediate holding company”). The surviving company after the merger will be Cepton, which will become awholly owned subsidiary of the intermediate holding company. KOITO is expected to own approximately 94.1%* of
the total shares of Cepton through the intermediate holding company.
Mr. Jun Pei, Cepton’s CEO and major shareholder, and certain other existing shareholders will each contribute aportion of their holdings of Cepton common stock in-kind to the intermediate holding company and acquire a partial
ownership interest in the intermediate holding company. In addition to KOITO, Mr. Jun Pei and certain other existing
shareholders will continue to be indirect shareholders of Cepton after the completion of the transaction.
KOITO will acquire Cepton’s common stock at a price of $3.17 per share, and Cepton’s shareholders will receive
the right to receive 100% cash consideration in exchange for the cancellation of their Cepton common stock.
(*Note) The Company's shareholding ratio in Cepton after the transaction is the current plan.

3. Outline of Cepton(1) Company Name
(2) Head Office(3) Name and Title of Representative(4)

Business Purpose(5)

Establishment(6)

Major Shareholders andShareholding Ratio(7)

Relations between KOITO andCepton

Cepton, Inc.
399 West Trimble Road, San Jose, CA, 95131, U.S.A.
Jun Pei, CEO
Design, manufacturing and sales of LiDAR for automotive, infrastructure,and other markets
April 26, 2016
Jun Pei
16.1％
Jun Ye
16.2％
KOITO MANUFACTURING CO., LTD.
12.2％
Mark McCord
6.4％
KOITO directly owns 1,962,474 shares of the Cepton’sCommon Stock and 100,000 shares of convertible nonCapitalvoting preferred securities (CPS) convertible into Cepton’sCommon Stock(Percentage of voting rights held: approximately 12.2%)
One of KOITO’s Corporate Officers and KOITO’s Directors
Personnel
are Directors of Cepton.
KOITO and Cepton have been conducting joint research sinceBusiness
May 2018.

4. Schedule(1) Date of Resolution at the Board of Directors(2) Date of Conclusion of Contract(3)

General Meeting of Shareholders of Cepton, Inc.

(4)

Closing of the Transaction

July 29, 2024
July 29, 2024
Expected in the Third Quarter of the Fiscal year ending
March 31, 2025
Expected in the Fourth Quarter of the Fiscal year ending
March 31, 2025

5. Financial Impact
The effect of this transaction on the business results for the fiscal year ending March 31, 2025 is not material and has
been reflected in the “Notice of Revision of Business Results Forecast” released today. We will promptly disclose any
additional information that should arise in the future.
This document does not constitute an offer of any securities for sale or the solicitation of an offer to buy any securities ora solicitation of any vote or approval. This document is prepared for the sole purpose of publicly announcing that KOITO
has resolved matters relating to the acquisition of Cepton, and not for the purpose of soliciting investment or engaging in
any other similar activities within or outside Japan.
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