March 23, 2023
To whom it may concern
Company:
Representative:

Contact:

Nissin Electric Co., Ltd.
Yoshihiro Matsushita
Representative Director and President(Securities Code: 6641, Tokyo Stock
Exchange, Prime Market)
Kazuhisa Nitta
Managing Executive Officer, General
Manager, Financial & Accounting
Department(TEL: 075-864-8315)

Announcement Regarding the Results of the Tender Offer for Shares in Nissin Electric Co., Ltd. by
Sumitomo Electric Industries, Ltd., the Controlling Shareholder
Sumitomo Electric Industries, Ltd. (the “Tender Offeror”), the controlling shareholder (parent company) ofNissin Electric Co., Ltd. (the “Company”), has conducted a tender offer for the Company’s common stock fromFebruary 3, 2023 through March 22, 2023. The Company hereby announces that the Tender Offeror notified theCompany of the results of such tender offer as attached.
End(Attachment)“Notice Concerning Results of Tender Offer for Shares of Nissin Electric Co., Ltd. (Securities Code: 6641)”
dated March 23, 2023

This press release has been translated from the Japanese language original press release for reference
purposes only. In the event of any conflict or discrepancy between this document and the Japanese language
original, the Japanese language original shall prevail in all respects.

March 23, 2023
To whom it may concern
Company name:

Sumitomo Electric Industries, Ltd.

Representative:

Osamu Inoue, President(Code No: 5802, Tokyo Stock Exchange, Nagoya
Stock Exchange, and Fukuoka Stock Exchange)

Contact details:

Yuichiro Horiba,
General Manager, Public Relations Department
TEL: +81-6-6220-4119

Notice Concerning Results of Tender Offer
for Shares of Nissin Electric Co., Ltd. (Securities Code: 6641)

Sumitomo Electric Industries, Ltd. (the “Tender Offeror”) hereby announces that it resolved, at the Board of Directorsmeeting held on February 2, 2023, to acquire common stock (the “Target Company Stock”) of Nissin Electric Co., Ltd.
(the “Target Company”) (securities code: 6641, listed on the Prime Market of the Tokyo Stock Exchange, Inc. (the“Tokyo Stock Exchange”)) through a tender offer (the “Tender Offer”) under the Financial Instruments and Exchange
Act (Act No. 25 of 1948, as amended; the “Act”), and has been conducting the Tender Offer since February 3, 2023,
which ended on March 22, 2023 as described below.
1.

Overview of the Purchase(1) Name and Address of the Tender Offeror
Sumitomo Electric Industries, Ltd.
Sumitomo Building, 5-33, Kitahama 4-chome, Chuo-ku, Osaka-shi, Osaka(2)

Name of the Target Company
Nissin Electric Co., Ltd.

(3)Class of Share Certificates, etc. to be Purchased
Common stock(4)

Number of Shares to be Purchased
Number of shares to be

Minimum number of shares to be

Maximum number of shares to bepurchasedpurchasedpurchased

51,883,220 shares

16,258,425 shares―(Note 1) If the total number of shares tendered for sale (the “Tendered Shares”) in response to the Tender Offer does
not reach the minimum number of shares to be purchased (16,258,425 shares), none of the Tendered Shares1will be purchased. If the total number of the Tendered Shares is equal to or exceeds the minimum number ofshares to be purchased (16,258,425 shares), all the Tendered Shares will be purchased.
(Note 2) Because no maximum number of shares to be purchased has been set in the Tender Offer, 51,883,220 shares,
the possible maximum number of shares of the Target Company to be obtained by the Tender Offeror isprovided as the “number of shares to be purchased.” Such maximum number is obtained by deducting (a)from (b), wherein (a) is the number of shares owned by the Tender Offeror as of February 2, 2023
(54,991,175 shares), and the number of treasury shares owned by the Target Company as of December 31,2022 (958,050 shares) as stated in the Consolidated Financial Report (Japanese Standards) for the Nine
Months Ended December 31, 2022 (the “Target Company Financial Report for the Nine Months EndedDecember 31, 2022”) disclosed by the Target Company on January 31, 2023, and (b) is the total number ofissued shares as of December 31, 2022, as stated in the Target Company Financial Report for the Nine
Months Ended December 31, 2022 (107,832,445 shares).
(Note 3) Shares in quantities of less than one unit are also subject to the Tender Offer. If a right to demand thepurchase of shares in quantities of less than one unit is exercised by any of the Target Company’s
shareholders pursuant to the Companies Act (Act No. 86 of 2005, as amended), the Target Company may
purchase those shares during the period of purchase for the Tender Offer (the “Tender Offer Period”) inaccordance with the procedures under the laws and regulations.
(Note 4) The Tender Offeror does not intend to acquire treasury shares owned by the Target Company through theTender Offer.
(5)

Period of Purchase① Period of Purchase

From February 3, 2023 (Friday) until March 22, 2023 (Wednesday) (32 business days)② Possibility for Extension at Request of Target Company

Not applicable.
(6)

Purchase Price
1,700 yen per common share

2.

Results of the Purchase(1)

Outcome of the Tender Offer

The Tender Offer was subject to the condition that none of the Tendered Shares will be purchased if the total numberof the Tendered Shares does not reach the minimum number of shares to be purchased (16,258,425 shares). Since thetotal number of the Tendered Shares (44,836,371 shares) has exceeded the minimum number of shares to be purchased(16,258,425 shares), the Tender Offeror will purchase all of the Tendered Shares as described in the tender offer
commencement announcement and the Tender Offer Registration Statement.
(2)

Tender Offer Result Announcement Date and the Name of the Newspaper Which the Announcement wasPublished

In accordance with the provisions set forth in Article 27-13, paragraph (1) of the Act, the results of the Tender Offer
have been publicly announced to journalistic organizations on March 23, 2023 at the Tokyo Stock Exchange via themethods set forth in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet
Order No. 321 of 1965, as amended) and Article 30-2 of the Cabinet Office Order on Disclosure Required for Tender
Offer for Share Certificates by Persons Other Than Issuers (Ministry of Finance Order No. 38 of 1990, as amended; the“Cabinet Office Order”).

2(3)Number of Shares Purchased
Class of share certificates, etc.

Shares

① Number of tenders converted to ② Number of purchases converted
sharesto shares

44,836,371 shares

44,836,371 shares

―

―

―

―

――

―

―

44,836,371 shares

44,836,371 shares――

Share option certificates
Corporate bond certificates withshare options
Beneficiary certificates of shares intrust( )Depository receipts for shares( )Total(Total number of potentiallydilutive shares held)(4)

Ownership Ratio of Shares after the Tender Offer
Number of voting rights pertaining to549,911 voting
shares owned by the Tender Offeror
rightsbefore the purchase
Number of voting rights pertaining toshares owned by specially related
0 voting rights
parties before the purchase
Number of voting rights pertaining to998,275 voting
shares owned by the Tender Offeror
rightsafter the purchase
Number of voting rights pertaining toshares owned by specially related
0 voting rights
parties after the purchase
Number of voting rights of allshareholders of the Target Company(Ownership ratio of shares before the purchase:
51.45%)(Ownership ratio of shares before the purchase:0.00%)(Ownership ratio of shares after the purchase:93.41%)(Ownership ratio of shares after the purchase:0.00%)

1,068,609
voting rights(Note 1) The “number of voting rights pertaining to shares owned by specially related parties before the purchase”
and the “number of voting rights pertaining to shares owned by specially related parties after the purchase”
is the total number of voting rights pertaining to shares owned by each specially related party (excluding
those specially related parties who are excluded from being a specially related party under Article 3,paragraph (2), item (i) of the Cabinet Office Order for the purpose of calculating the ownership ratio ofshares under Article 27-2, paragraph (1) of the Act).
(Note 2) The “number of voting rights of all shareholders of the Target Company” is the total number of voting rightsof all shareholders as of September 30, 2022, as stated in the Target Company’s third quarterly report ofthe165th Fiscal Term submitted by the Target Company on February 7, 2023 (one unit of shares is stated toconsist of 100 shares). However, since shares in quantities of less than one unit are also subject to theTender Offer, for the purpose of calculating the “ownership ratio of shares before the Tender Offer” and the“ownership ratio of shares after the Tender Offer,” the number of voting rights (1,068,743 voting rights),
pertaining to the number of shares (106,874,395 shares) obtained by deducting (a) from (b), was used as thedenominator, wherein (a) is the number of treasury shares owned by the Target Company as of December
31, 2022 as stated in the Target Company Financial Report for the Nine Months Ended December 31, 2022(958,050 shares), and (b) is the total number of issued shares of the Target Company as of December 31,3

2022 as stated in the Target Company Financial Report for the Nine Months Ended December 31, 2022
(107,832,445 shares).
(Note 3) With regard to the “ownership ratio of shares before the purchase” and the “ownership ratio of shares afterthe purchase,” any fraction is rounded off to two decimal places.
(5)

Calculation in Cases of Purchase by Pro Rata Method
Not applicable.

(6)

Settlement Method① Name and Head Office Location of Financial Instruments Business Operator, Bank, and Any Other
Institution Conducting Settlement of PurchaseNomura Securities Co., Ltd.

1-13-1, Nihonbashi, Chuo-ku, Tokyo② Commencement Date of Settlement
March 29, 2023 (Wednesday)③ Settlement Method
Without delay following the conclusion of the Tender Offer Period, a notice of purchase through the Tender Offer
will be mailed to the address of the person who accepted the offer to purchase or offered to sell shares related to theTender Offer (the “Tendering Shareholder”) (or standing proxies for shareholders who are residents of foreign countries
and do not have active accounts with the tender offer agent (including corporate shareholders)).
Purchase will be made by cash. A Tendering Shareholder may receive the proceeds from selling the shares throughthe Tender Offer without delay on or after the commencement date of settlement in a manner designated by theTendering Shareholder, such as through money transfer (transfer fees may apply).
3.

Post-Tender Offer Policies and Future Outlook
Regarding the post-Tender Offer policies and future outlook, there are no changes to the “Notice Concerning
Commencement of Tender Offer for Shares of Nissin Electric Co., Ltd. (Securities Code: 6641)” disclosed by theTender Offeror on February 2, 2023.
In response to the results of the Tender Offer, the Tender Offeror plans to implement series of procedures to acquire
all of the Target Company Stock (excluding the Target Company Stock owned by the Tender Offeror and treasury
shares owned by the Target Company). As of today, Target Company Stock is listed on the Prime Market of the Tokyo
Stock Exchange. However, in accordance with the delisting criteria set by the Tokyo Stock Exchange, the Target
Company Stock will be delisted using prescribed procedures once such procedures have been implemented. Note that,after the delisting, it will no longer be possible to trade the Target Company Stock on the Tokyo Stock Exchange. TheTender Offeror will discuss the future procedures with the Target Company, and upon conclusion, the Target Company
will promptly disclose the same.

4.

Location Where the Copy of the Tender Offer Report is Available for Public Inspection
Sumitomo Electric Industries, Ltd.
(Sumitomo Building, 5-33, Kitahama 4-chome, Chuo-ku, Osaka-shi, Osaka)
Tokyo Stock Exchange, Inc.
(2-1, Nihonbashikabutocho, Chuo-ku, Tokyo)
End4

This press release has been translated from the Japanese language original press release for reference purposes only. In
the event of any conflict or discrepancy between this document and the Japanese language original, the Japanese language
original shall prevail in all respects.

5