[Translation]
May 11, 2021
For Immediate Release

Company Name: FUNAI ELECTRIC CO., LTD.
Name of Representative: Hideaki Funakoshi,Representative Director and President and CEO (Code: 6839 TSE First Section)
Contact Person: Kyo Otani,
General Manager of Investor/Public Relations Office(TEL: 072-870-4395)

Notice Regarding Results of Tender Offer for Share Certificates Etc. of FUNAIELECTRIC CO., LTD. by SHUWA SYSTEM HOLDINGS CO., LTD. and Change ofan Other Affiliated Company and the Largest and Major Shareholder
The tender offer (the “Tender Offer”) for the common shares of FUNAI ELECTRIC CO., LTD.
(the “Company”; and such shares, the “Company Shares”) and the Stock Acquisition Rights(Note 1) that has been conducted since March 24, 2021 by SHUWA SYSTEM HOLDINGS
CO., LTD. (the “Tender Offeror”) was completed on May 10, 2021, and the Company hereby
notifies the results of the Tender Offer as follows.
The Company also announces that it is expected that, as of May 14, 2021 (the commencement
date of settlement for the Tender Offer), an other affiliated company and the largest and major
shareholder of the Company will change as a result of the Tender Offer as described below.
(Note 1):

“Stock Acquisition Rights” collectively means the following stock acquisitionrights:(A) The first stock acquisition rights for the year ended March 2015 issued pursuant to
the resolution approved at the ordinary general meeting of shareholders of theCompany held on June 20, 2014 and at the meeting of the board of directors of theCompany held on September 18, 2014 (the exercise period for which is from
September 1, 2016 to August 31, 2023);(B)

The first stock acquisition rights for the year ended March 2017 issued pursuant to
the resolution approved at the ordinary general meeting of shareholders of theCompany held on June 28, 2016 and at the meeting of the board of directors of theCompany held on January 11, 2017 (the exercise period for which is from
September 1, 2018 to August 31, 2023);(C)

The first stock acquisition rights for the year ended March 2018 issued pursuant to
the resolution approved at the ordinary general meeting of shareholders of theCompany held on June 28, 2017 and at the meeting of the board of directors of theCompany held on November 13, 2017 (the exercise period for which is from
September 1, 2019 to August 31, 2024); and(D) The stock acquisition rights for the year ended March 2020 issued pursuant to theresolution approved at the ordinary general meeting of shareholders of theCompany held on June 26, 2019 and at the meeting of the board of directors of theCompany held on August 5, 2019 (the exercise period for which is from September

1, 2021 to August 31, 2026).
1.

[Translation]

Results of the Tender Offer, Etc.

The Company received a report from the Tender Offeror today on the results of the Tender Offer
set out in the attached “Notice on the Results of Tender Offer for Share Certificates, Etc. of
FUNAI ELECTRIC CO., LTD. (Securities Code: 6839)”(provided that it was omitted in theEnglish version) to the effect that the Tender Offer was successfully completed and the Tender
Offeror will purchase all of the tendered Company Shares and Stock Acquisition Rights.
2.

Change of an Other Affiliated Company and the Largest and Major Shareholder(1)

Scheduled date of change
May 14, 2021 (the commencement date of settlement for the Tender Offer)(2)

Background to the change

The Company received a report from the Tender Offeror today on the results of the Tender Offerto the effect that 16,054,392 Company Shares were tendered in the Tender Offer and that theTender Offeror will acquire all of those shares.
As a result, if the settlement for the Tender Offer is conducted on May 14, 2021 (thecommencement date of settlement for the Tender Offer), the ratio of the total number of voting
rights held by the Tender Offeror to the total number of voting rights held by all shareholdersof the Company (341,189) will be 47.05%, and accordingly the Tender Offeror will newly
become an other affiliated company and the largest and major shareholder of the Company asof the same day. On the other hand, Mr. Tetsuo Funai (“Tetsuo Funai”), who has been thelargest and major shareholder of the Company, will cease to be the largest shareholder of theCompany.
(3)

Details of the shareholders whose status will change(A) Details of the shareholder who will newly become an other affiliated company andthe largest and major shareholder

(a)
(b)
(c)
(d)

Name
Location
Name and title ofrepresentative
Description of business

SHUWA SYSTEM HOLDINGS CO., LTD.
4-2 Toyo 2-chome, Koto-ku, Tokyo
Tomokazu Ueda, President and Representative Director
To acquire and hold the shares, etc. of the Company andto control and manage the business activities of theCompany
JPY 1,360 million (as of May 11, 2021)
September 28, 2020
SHUWA SYSTEM CO., LTD
100%

(e)
(f)
(g)

CapitalDate of incorporation
Major shareholders andshare holding ratios (asof May 11, 2021)(h)Relationship between the Company and the shareholder

Capital relationship
Personnel relationship
Business relationship
Status as related party
(B)
(a)
(b)
(c)

(4)

[Translation]

N/A
N/A
N/A
N/A

Details of the shareholder who will cease to be the largest shareholder
NameAddress
Relationship between
the Company and theshareholder

Tetsuo Funai
Asahikawa-shi, Hokkaido
The shareholder is a major shareholder of the Company,
so he is a related party of the Company.

Number and holding ratio of voting rights (Note 2) held by the shareholders and numberof shares held by them before and after the change(A) SHUWA SYSTEM HOLDINGS CO., LTD. (the Tender Offeror)

Number of voting rights(holding ratio of voting rights; number of shares held)

Status

Before change

After change(B)－Otheraffiliatedcompany andthe largest
and major
shareholder

Voting rights
directly held－
160,543(47.05 %;16,054,392shares)－

Total－－

160,543(47.05 %;16,054,392
shares)

1st

Tetsuo Funai
Status

Before change
After change(Note 2):

Voting rights subject
to aggregation－

Rank amonglarge
shareholders

The largest andmajor shareholder
A majorshareholder

Number of voting
rights(number of shares
held)
117,387(11,738,780 shares)
117,387(11,738,780 shares)

Holding ratio ofvoting rights

Rank among largeshareholders

34.41 %

1st34.41 %2nd“Holding ratio of voting rights” means the percentage (rounded to two decimal
places; the same applies hereinafter) calculated by using as the denominator thenumber of voting rights (341,189) pertaining to the number of shares (34,118,966shares) that is the remainder of (i) the number of issued shares as of December 31,2020 (36,130,796 shares) as stated in the “Financial Report for the Third Quarterof the Fiscal Year Ending March 31, 2021” submitted by the Company on February
10, 2021 less (ii) the number of treasury shares held by the Company as of[Translation]
December 31, 2020 (2,011,830 shares) as stated in the “Consolidated FinancialResults for the Third Quarter of the Fiscal Year Ending March 31, 2021 (JapanBasis)” released by the Company on February 8, 2021.
(5) Changes in unlisted parent company, etc. subject to disclosure
As a result of the Tender Offer, the Tender Offeror will be subject to disclosure as an unlistedparent company, etc. of the Company.
3.

Future Outlook

As stated above, although 16,054,392 Company Shares were tendered in the Tender Offer, theTender Offeror was not able to acquire all of the Company Shares (excluding all of the Company
Shares held by Tetsuo Funai and the treasury shares held by the Company) and the StockAcquisition Rights through the Tender Offer, and therefore, the Tender Offeror intends to makethe Tender Offeror and Tetsuo Funai the only shareholders of the Company in accordance withthe series of procedures described in “(5) Policy for Organizational Restructuring, Etc. Afterthe Tender Offer (Matters Relating to So-Called “Two-Step Acquisition”)” of “3. Details of andGrounds and Reasons for the Opinion on the Tender Offer” in the “Announcement of Opinion
on the Tender Offer for Share Certificates, Etc. of FUNAI ELECTRIC CO., LTD. by SHUWA
SYSTEM HOLDINGS CO., LTD.” released by the Company dated March 23, 2021.
As a result of the above procedures, the Company Shares will be delisted after taking theprescribed procedures pursuant to the delisting standards of Tokyo Stock Exchange, Inc. (the“TSE”). After the delisting, the Company Shares may no longer be traded on the TSE.
The specific procedures going forward and related information such as the schedule ofimplementation will be announced promptly by the Company as soon as the details are decided
upon consultation with the Tender Offeror.
Attachment:“Notice on the Results of Tender Offer for Share Certificates, Etc. of FUNAIELECTRIC CO., LTD. (Securities Code: 6839)” dated May 11, 2021
(provided that it was omitted in the English version)End