September 6, 2023
Company name:
Representative:

Contact:

Toshiba Tec Corporation
Hironobu Nishikori
Representative Director
President and Chief Executive Officer(Securities code: 6588,
Tokyo Stock Exchange Prime Market)
Akira Abe
General Manager of Corporate
Communications Division(Tel. +81-3-6830-9151)

Notice Regarding Results of Tender Offer for Treasury Shares and Completion of Purchase ofTreasury Shares
The Company resolved at the board of directors meeting held on August 7, 2023 to conduct a purchase oftreasury shares by a tender offer for treasury shares (the “Tender Offer”), pursuant to the articles ofincorporation of the Company, under Article 459, paragraph 1 of the Companies Act (Act No. 86 of 2005, asamended; the “Companies Act”). The Tender Offer was commenced on August 8, 2023 and wascompleted on September 5, 2023.
The Company also hereby announces that the purchase of treasury shares pursuant to the resolution of theboard of directors meeting held on August 7, 2023 was completed upon completion of the Tender Offer.
I.

Results of the Tender Offer

1.

Outline of the Tender Offer(1)

Name and Address of the Tender Offeror
Toshiba Tec Corporation(2)

1-11-1, Osaki, Shinagawa-ku, Tokyo

Class of Listed Share Certificates, Etc. to be Purchased
Common stock

(3)

(4)

Period of the Tender Offer(A)

Period of Tender Offer: From Tuesday, August 8, 2023 to Tuesday, September 5, 2023 (20business days)(B)

Date of Public Notice of Commencement of the Tender Offer: Tuesday, August 8, 2023

Purchase Price
3,575 yen per share of common stock1

(5)Method of Settlement(A)

Name and address of head office of financial instruments business operator, bank, etc. to handle
settlement of tender offer
Daiwa Securities Co. Ltd.

(B)

1-9-1, Marunouchi, Chiyoda-ku, Tokyo

Commencement date of settlement
September 28, 2023 (Thursday)(C)

Method of settlement
A written notice of the purchase through the Tender Offer will be mailed to the address orlocation of every shareholder that accepts the offer for purchase of share certificates, etc. or offers
share certificates, etc. for sale through the Tender Offer (“Tendering Shareholder, Etc.”; in thecase of a shareholder, etc. that is a foreign resident (including corporate shareholders, “NonResident Shareholder, Etc.”), the shareholder’s standing proxy), without delay after the Tender
Offer Period.
Purchases will be made in cash. The amount of the purchase proceeds after deducting theapplicable amount of withholding tax (Note) will be remitted by the tender offer agent to theplace designated by the Tendering Shareholder, Etc. (in the case of a Non-Resident Shareholder,Etc., the shareholder’s standing proxy) or paid at the head office or any domestic branch officeof the tender offer agent that accepted the tender, without delay after the settlement
commencement date.
Note: Taxation on the shares purchased through tender offer
Please consult with your certified public tax accountant or other experts concerning specific tax
related questions and make a decision at your own discretion.
(a)For individual shareholders:(i) In the case where the Tendering Shareholder, Etc. is a resident of Japan or a nonresident with a permanent establishment in Japan
If the amount of money delivered for tendering shares in the Tender Offer exceeds theamount of the portion corresponding to the shares that are the basis of the delivery
included in the Tender Offeror’s stated capital (in the case of a consolidated corporation,
the amount of consolidated individual stated capital), the amount of the excess portionis deemed to be dividend income and is subject to taxation. With respect to theamount that is deemed to be dividend income, is subject to withholding equivalent to20.315% (15.315% in income taxes and the special reconstruction income tax underthe Act on Special Measures concerning Securing Financial Resources Necessary toImplement Measures for Reconstruction in Response to the Great East Japan
Earthquake (Act No. 117 of 2011, as amended; the “Special Reconstruction IncomeTax”) and 5% in resident taxes) in principle (non-residents with a permanentestablishment in Japan are exempt from special collection of the 5% resident tax).
However, if a shareholder is a large shareholder, etc. prescribed in Article 4-6-2,
paragraph 12 of the Order for Enforcement of the Act on Special Measures Concerning
Taxation (Cabinet Order No.43 of 1957, as amended) (“Large Shareholder, Etc.”),the equivalent of 20.42% of the payment is withheld (income tax and Special
Reconstruction Income Tax only). The amount of the monies delivered for tendering
shares in the Tender Offer minus the amount deemed to be dividend income is proceedsfrom the transfer of shares. The amount of proceeds from the transfer of shares minus
acquisition expenses relating to the shares is in principle subject to separate self2

assessment taxation.
In the case where shares in a tax-exempt account (“Tax-Exempt Account”) prescribedin Article 37-14 (Tax-Exempt Status of Income from Transfers Relating to Small
Amounts of Listed Shares in Tax-Exempt Accounts) of the Act on Special Measures
Concerning Taxation (Act No. 26 of 1957, as amended) are tendered in the Tender
Offer and the financial instruments business operator with which the Tax-Exempt
Account was opened is Daiwa Securities Co. Ltd., income from the transfer of sharesthrough the Tender Offer is in principle tax exempt. If the Tax-Exempt Account wasopened with a financial instruments business operator other than Daiwa Securities Co.
Ltd., the treatment described above may not apply.
(ii)In the case where the Tendering Shareholder, Etc. is a non-resident of Japan without apermanent establishment in JapanThe amount deemed to be dividend income is subject to 15.315% withholding (incometax and Special Reconstruction Income Tax only). If the shareholder is a Large
Shareholder, Etc., then the deemed dividends are subject to 20.42% withholding(income tax and Special Reconstruction Income Tax only). Further, income arisingfrom the transfer of shares is in principle not subject to taxation.
(b)

For corporate shareholders:
The equivalent of 15.315% (income tax and Special Reconstruction Income Tax only) of
the amount of the Tender Offer Price in excess of the amount of capital per share iswithheld in principle as tax on deemed dividends.

2. Results of Tender Offer(1) Number of shares purchased
Class of sharecertificates, etc.
Common stock

Number ofshares to bepurchased
2,444,200 shares

Number of
Number ofshares to betendered shares
over-purchased– shares 2,862,066 shares

Number ofpurchased shares
2,444,293 shares(2) Calculation in the case of Tender Offer by the pro-rata method
Because the total number of share certificates, etc., tendered in the Tender Offer (the “TenderedShare Certificates, Etc.”) (2,862,066 shares) exceeded the number of shares to be purchased(2,444,200 shares), as stated in the public notice of commencement of the Tender Offer and theTender Offer Registration Statement, the Company will not purchase all or some of the excess
portion and will acquire share certificates, etc. and effect other settlement procedures for theirpurchase, etc. using the pro rata method specified in Article 27-13, paragraph 5 of the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”) and applied mutatis
mutandis to Article 27-22-2, paragraph 2 of the Act and with Article 21 of the Cabinet Office Orderon Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (Ministry ofFinance Ordinance No. 95 of 1994, as amended) (if the Tendered Share Certificates, Etc. contain aportion less than one unit (100 shares), the maximum number of shares to be purchased as calculatedby the pro-rata method will be the number of Tendered Share Certificates, Etc.).
3. Place where a Copy of Tender Offer Report is Made Available to Public
Toshiba Tec Corporation3

1-11-1, Osaki, Shinagawa-ku, Tokyo
Tokyo Stock Exchange, Inc.
2-1 Nihombashi Kabutocho, Chuo-ku Tokyo
II. Completion of purchase of treasury shares
1. Details of purchase(1) Class of shares purchased
Common stock(2) Total number of shares purchased
2,444,293 shares(Note)

Ratio to the number of shares (55,348,689 shares) calculated by the total number ofissued shares of the Company as of June 30, 2023 (57,629,140 shares) less the numberof treasury shares held by the Company as of that date (2,280,451 shares): (4.42%)(rounded to the second decimal place). The same applies hereinafter to the calculationof the ratio to the total number of issued shares (excluding treasury shares).

(3) Total purchase price of shares
8,738,347,475 yen(Note)

The amount set out above does not include fees to be paid to the tender offer agent andother expenses.

(4) Purchase period
From Tuesday, August 8, 2023 to Tuesday, September 5, 2023
(5) Method of purchase
Tender Offer
The purchase of treasury shares pursuant to the articles of incorporation of the Company under theprovisions of Article 459, paragraph 1 pursuant to the resolution of the board of directors meeting heldon August 7, 2023 was completed upon completion of the Tender Offer.
(Reference) Details of the resolution of the board of directors meeting held on August 7, 2023
regarding purchase of treasury shares(A)

Class of shares to be purchased
Common stock(B)Total number of shares to be purchased
2,444,300 shares (maximum)
Note: Ratio to the total number of issued shares (excluding treasury shares):44.42% (rounded to the second decimal place)(C)

Total purchase price
8,738,372,500 yen (maximum)(D)

Purchase period
From Tuesday, August 8, 2023 to Tuesday, October 31, 2023
End.

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