Notice Concerning Issuance of New Shares,
Disposition of Treasury Shares and Secondary Offering of Shares
November 12, 2018
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Kanamoto Co., Ltd.
The First Section of the Tokyo Stock Exchange; Sapporo Stock Exchange
9678
URL https://www.kanamoto.co.jp/en/
Tetsuo Kanamoto, President and CEO
Nobuhito Utatsu, Director & Senior Executive Corporate Officer, Division
Manager, Accounting Division and General Manager, Public Relations Office+81-11-209-1631

Kanamoto Co., Ltd. (the “Company”) hereby announces that its Board of Directors resolved on November 12, 2018 toissue new shares, dispose of treasury shares and conduct a secondary offering of its shares as set forth below.
1.

Issuance of New Shares by way of Public Offering in Japan(1) Class and Number of
Shares to be Offered

2,250,000 shares of common stock of the Company(2) Method of
Determination of theAmount to be Paid

The amount to be paid shall be determined on the date of determination of theissue price, etc. (which shall be a day falling in the period from Tuesday,
November 20, 2018 to Tuesday, November 27, 2018) (the “Pricing Date”)
pursuant to Article 25 of the Regulations Concerning Underwriting, etc. of
Securities provided by the Japan Securities Dealers Association (the “JSDA”).

(3) Amount of Stated
Capital and Additional
Paid-in Capital to be
Increased

The amount of stated capital to be increased shall be half of the maximum
amount of stated capital to be increased, as calculated in accordance with theprovisions of Article 14, Paragraph 1 of the Rules of Account Settlement ofCorporations, with any fraction less than one yen resulting from the calculation
being rounded up to the nearest yen. The amount of the additional paid-in capital
to be increased shall be the amount obtained by subtracting the amount of statedcapital to be increased from the maximum amount of stated capital to be
increased.

(4) Method of Offering

The offering will be a public offering in Japan. All of the new shares shall bepurchased for sale by the underwriting syndicate (the “Underwriters”).
The issue price (offer price) with regard to the offering shall be determined basedon the provisional range calculated by multiplying the closing price in regular
trading of shares of common stock of the Company on the Tokyo Stock Exchange

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the issuance of new shares, the disposition of treasury shares, thesecondary offering of its shares and the issuance of new shares by way of third-party allotment, and not for the purpose of soliciting investment or
engaging in any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of its shares of common stock within the United States or
elsewhere. The Company has not, and will not, registered any of its shares of common stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

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on the Pricing Date (or, if no closing price is quoted, the closing price of theimmediately preceding date) by 0.90-1.00 (with any fraction less than one yen
being rounded down), in accordance with Article 25 of the Regulations
Concerning Underwriting, etc. of Securities provided by the JSDA, taking into
account market demand and other conditions.
A part of the shares may be sold to overseas investors in overseas markets such as
Europe and Asia (excluding the United States and Canada).
(5) Consideration to be paid
to the Underwriters

The Company shall not pay any underwriting fees to the Underwriters.
Instead, the aggregate amount of the difference between (a) the issue price (offer
price) with respect to the offering and (b) the amount to be paid to the Company
by the Underwriters shall be retained by the Underwriters.

(6) Payment Date

The payment date shall be a day falling in the period from Wednesday,
November 28, 2018 to Tuesday, December 4, 2018; provided, however, thatsuch day shall be the fifth business day following the Pricing Date.

(7) Mr. Tetsuo Kanamoto, President and CEO of the Company has been authorized to determine the amount tobe paid, the amounts of stated capital and additional paid-in capital to be increased and any other mattersnecessary for the issuance of new shares.
(8) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
Financial Instruments and Exchange Act of Japan (the “FIEA”).

2.

Disposition of Treasury Shares by way of Public Offering in Japan(1) Class and Number of
Shares to be Offered

750,000 shares of common stock of the Company(2) Method of
Determination of theAmount to be Paid

The amount to be paid shall be determined on the Pricing Date pursuant to
Article 25 of the Regulations Concerning Underwriting, etc. of Securities
provided by the JSDA.
The amount to be paid shall be the same as the amount to be paid upon theissuance of new shares by way of public offering in Japan.

(3) Method of Offering

The offering will be a Japanese public offering. All of the shares shall be purchased
for sale by the Underwriters.
The disposition price (offer price) with regard to the offering shall be determinedbased on the provisional range calculated by multiplying the closing price inregular trading of shares of common stock of the Company on the Tokyo Stock

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the issuance of new shares, the disposition of treasury shares, thesecondary offering of its shares and the issuance of new shares by way of third-party allotment, and not for the purpose of soliciting investment or
engaging in any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of its shares of common stock within the United States or
elsewhere. The Company has not, and will not, registered any of its shares of common stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

2

Exchange on the Pricing Date (or, if no closing price is quoted, the closing price of
the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen
being rounded down), in accordance with Article 25 of the Regulations
Concerning Underwriting, etc. of Securities provided by the JSDA, taking into
account market demand and other conditions.
The disposition price (offer price) shall be the same as the issue price (offer price)with regard to the issuance of new shares.
(4) Consideration to be paid
to the Underwriters

The Company shall not pay any underwriting fees to the Underwriters.
Instead, the aggregate amount of the difference between (a) the disposition price(offer price) in the disposition of treasury shares by way of offering and (b) theamount to be paid to the Company by the Underwriters shall be retained by the
Underwriters.

(5) Payment Date

The payment date shall be a day falling in the period from Wednesday,
November 28, 2018 to Tuesday, December 4, 2018. The payment date shall be
the same as the payment date with regard to the issuance of new shares.

(6) Mr. Tetsuo Kanamoto, President and CEO of the Company has been authorized to determine the amount tobe paid and any other matters necessary for the disposition of treasury shares.
(7) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
FIEA.
3.

Secondary Offering of Shares of the Company by way of Over Allotment (the “Secondary Offering”)(See paragraph 1. of “References” below)(1) Class and Number of
Shares to be Sold450,000 shares of common stock of the Company.
The number of shares set out above is the maximum number of shares which
may be sold. The above number may decrease, or the Secondary Offering may
be cancelled in its entirety, depending on market demand and other conditions in
the issuance of new shares and the disposition of treasury shares. The number ofshares to be sold shall be determined on the Pricing Date, taking into accountmarket demand and other conditions in the issuance of new shares and thedisposition of treasury shares.
The issuance of new shares, together with the disposition of treasury shares, ishereinafter referred to as the “Primary Offering.”(2) Seller

The lead manager(3) Selling Price

Undetermined. (The selling price shall be determined on the Pricing Date;

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the issuance of new shares, the disposition of treasury shares, thesecondary offering of its shares and the issuance of new shares by way of third-party allotment, and not for the purpose of soliciting investment or
engaging in any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of its shares of common stock within the United States or
elsewhere. The Company has not, and will not, registered any of its shares of common stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

3

provided, however, that such selling price shall be the same as the issue price(offer price) and the disposition price (offer price) in the Primary Offering.)(4) Method of Secondary
Offering

Taking into account market demand and other conditions for the Primary Offering,
the lead manager will undertake a secondary offering of shares of common stockof the Company (up to 450,000 shares) borrowed from certain shareholder(s) of
the Company.

(5) Delivery Date

The delivery date shall be the next business day after the payment date in respectof the Primary Offering.

(6) Mr. Tetsuo Kanamoto, President and CEO of the Company has been authorized to determine the selling priceand any other matters necessary for the Secondary Offering.
(7) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
FIEA.
4.

Issuance of New Shares by way of Third-Party Allotment (See paragraph 1. of “References” below)(1) Class and Number of
Shares to be Offered

450,000 shares of common stock of the Company.

(2) Method of
Determination for theAmount to be Paid

The amount to be paid shall be determined on the Pricing Date; provided,
however, that such amount to be paid shall be the same as the amount to be paidin respect of the Primary Offering.

(3) Amount of Stated
Capital and Additional
Paid-in Capital to be
Increased

The amount of stated capital to be increased shall be half of the maximum
amount of stated capital to be increased, as calculated in accordance with theprovisions of Article 14, Paragraph 1 of the Rules of Account Settlement ofCorporations with any fraction less than one yen resulting from the calculation
being rounded up to the nearest yen. The amount of the additional paid-in capital
to be increased shall be the amount obtained by subtracting the amount of statedcapital to be increased from the maximum amount of stated capital to be
increased.

(4) Allottee

The lead manager(5) Payment Date

Wednesday, December 19, 2018(6) Shares not subscribed within the subscription period shall not be issued.
(7) Mr. Tetsuo Kanamoto, President and CEO of the Company has been authorized to determine the amount tobe paid, the amounts of stated capital and additional paid-in capital to be increased and any other mattersnecessary for the issuance of new shares by way of third-party allotment.
(8) Each item above shall be subject to the effectiveness of the securities registration statement filed under the
FIEA.

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the issuance of new shares, the disposition of treasury shares, thesecondary offering of its shares and the issuance of new shares by way of third-party allotment, and not for the purpose of soliciting investment or
engaging in any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of its shares of common stock within the United States or
elsewhere. The Company has not, and will not, registered any of its shares of common stock under the U.S. Securities Act of 1933 or any relevant
securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption from registration
requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection with the abovementioned transactions.

4<References>1.
Secondary Offering and other matters
The Secondary Offering described under “3. Secondary Offering of Shares of the Company by way of Over
Allotment” above is a secondary offering of shares of common stock of the Company, to be made in
conjunction with the Primary Offering described under “1. Issuance of New Shares by way of Public Offeringin Japan” and “2. Disposition of Treasury Shares by way of Public Offering in Japan” above in an amount notexceeding 450,000 shares, which will be borrowed by the lead manager from certain shareholder(s) of theCompany, taking into account market demand and other conditions. The maximum number of shares to beoffered in the Secondary Offering will be 450,000 shares provide however, the number may decrease or theSecondary Offering may be cancelled entirely, depending on market demand and other conditions.
In connection with the Secondary Offering, the board of directors of the Company resolved, at the meeting
held on Monday, November 12, 2018, that the Company will issue 450,000 shares of common stock to thelead manager, the allottee, by way of the third-party allotment described under “4. Issuance of New Shares by
way of Third-party Allotment”, with a payment date of Wednesday, December 19, 2018, for the purpose of
enabling the lead manager to procure the shares necessary to return the shares borrowed from the Company’s
shareholder(s) (the “Borrowed Shares”).
In addition, the lead manager may also purchase shares of common stock of the Company on the Tokyo Stock
Exchange, up to the number of shares to be offered in the Secondary Offering (the “Syndicate CoverTransactions”) during the period from the day immediately following the last day of the subscription period ofoffering to Wednesday, December 12, 2018 (the “Syndicate Cover Transaction Period”). All shares obtainedby the lead manager through the Syndicate Cover Transactions will be apportioned for the return of the
Borrowed Shares. However, during the Syndicate Cover Transaction Period, the lead manager, at its sole
discretion, may not conduct any Syndicate Cover Transaction or may terminate the Syndicate CoverTransactions before the number of shares purchased reaches the number of shares offered in the Secondary
Offering.
Furthermore, the lead manager may conduct stabilization transactions accompanying the Primary Offeringand the Secondary Offering , and some or all of the shares of common stock of the Company obtained bythose stabilization transactions may be used to return the Borrowed Shares.
The lead manager plans to accept the allotment under the third-party allotment of an equivalent number ofshares of common stock of the Company (the “Number of Shares to be Acquired”) obtained by deducting (a)the number of shares acquired through stabilization transactions and Syndicate Cover Transactions that are tobe applied to return the Borrowed Shares from (b) the number of shares to be offered in the Secondary
Offering. Accordingly, all or part of the shares to be issued under the third-party allotment may not be
subscribed for, which may result in a decrease in the number of shares to be ultimately issued under the thirdparty allotment, or in the cancellation of the entire issuance by way of the third-party allotment due toforfeiture.
In the event that the lead manager accepts the allotment under the third-party allotment, it shall apply the
Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the issuance of new shares, the disposition of treasury shares,
the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not for the purpose of soliciting
investment or engaging in any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of its shares of common stock within the UnitedStates or elsewhere. The Company has not, and will not, registered any of its shares of common stock under the U.S. Securities Act of 1933 or
any relevant securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption fromregistration requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection
with the above-mentioned transactions.

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funds obtained from the Secondary Offering to the payment for the Number of Shares to be
Acquired.
2.

Use of Proceeds
The proceeds from the Primary Offering and the issuance of new shares by way of third-party allotment,
which are estimated to be a maximum of 12,186,100,000 yen, are to be used, in the fiscal year ending October
2019, the fiscal year ending October 2020 and the fiscal year ending October 2021, for part of the repayment
of debt including the Company's installment obligations related to the acquisition of rental equipment throughinstallment payment transactions etc. during the fiscal year ending October 2019. Until used as set forth
above, the Company intends to invest the unused portion of the net proceeds in investment-grade debt or othersimilar instruments.
- End -

Note: This press release does not constitute an investment solicitation for any securities for sale. This press release has been prepared for the
purpose of publicly announcing that the Company has resolved matters relating to the issuance of new shares, the disposition of treasury shares,
the secondary offering of its shares and the issuance of new shares by way of third-party allotment, and not for the purpose of soliciting
investment or engaging in any other similar activities within or outside Japan.
This press release does not constitute an offer of investment in nor solicitation for purchase of its shares of common stock within the UnitedStates or elsewhere. The Company has not, and will not, registered any of its shares of common stock under the U.S. Securities Act of 1933 or
any relevant securities law of any state. The securities may not be offered or sold in the United States absent registration or an exemption fromregistration requirements under the U.S. Securities Act of 1933. No offer of securities for sale in the United States will be made in connection
with the above-mentioned transactions.

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