1. Renesas Electronics Secondary Stock Issuance Program (Secondary Issuance and International Second Issuance by Underwriting and Subscription Methods) (1) The type and amount of shares issued are issued in the following items (i) to (iii). , Total 262,870,800 Renesas Electronics Common Stocks. (i) 46,941,200 Renesas Electronics common shares issued in Japan for secondary issuance and subscription by Japanese underwriters in the manner described in (3)(i). (ii) 187,764,900 international re-issued common shares of Renesas Electronics will be underwritten and subscribed by the international underwriter in the manner described in (3)(ii). (iii) Super-sending of up to 28,164,700 Renesas Electronics in the second international issuance Ordinary stock options for international underwriters to subscribe through the method described in (3)(ii). (2) Stock issuer and amount (i) Stocks underwritten and purchased by Japanese underwriters in secondary domestic offerings in Japan, As stated in (1)(i): 40,671,900 shares of Japan Industrial Innovation Agency Japan Trust Service Bank Limited (Sumitomo Mitsui Trust Bank Retrust/ NEC Group Pension Fees Trust Account Trust) 3,364,000 shares Hitachi Limited 2,905,300 shares ( Ii) International The shares to be issued will be underwritten and subscribed by the international underwriter in the manner described in item (1)(ii) above. 162,687,700 shares of Japan Industrial Innovation Corporation Japan Trust Service Bank Co., Ltd. (Sumitomo Mitsui Trust Bank Trust and NEC Group retired Fee-paying trust account) 13,456,200 shares ‧ Hitachi Ltd. 11,621,000 shares (iii) will be awarded to international underwriters in the second international issuance with the above-mentioned item (1)(iii) for the super-issue right of Renesas Electronics common stock ,, The total number of shares does not exceed: Japan Trust Service Bank Co., Ltd. (Sumitomo Mitsui Trust Bank Retrust/NEC Group retirement fee payment trust account) 15,112,900 shares ‧ Hitachi Ltd. 13,051,800 shares (3) Secondary issuance method secondary issuance In Japan and overseas at the same time. (i) Japanese secondary issuance through underwriting and subscription methods: Japanese secondary issuance will be a secondary issuance within Japan (full name's Japanese secondary distribution through underwriting and subscription methods Japan'), the Japanese underwriters will underwrite and subscribe for all the stocks involved in the 'secondary issuance of Japan through underwriting and subscription methods'. (i i) International secondary issuance: The international secondary issuance will be a secondary issuance in overseas markets (in the United States, the issuance subject will be limited to qualified institutional investors in accordance with Article 144A of the US Securities Law Amendment 1993) (full name) 'International re-issuance' ), International underwriters (along with Japanese underwriters collectively referred to as 'underwriters') will each but not jointly underwrite and subscribe for shares related to 'international secondary issuance'. Also, in (2) above ( The seller referred to in item iii) will be awarded to the international underwriter for the subscription of Renesas Electronics’ common stock super-issue options. The total number of shares issued in the 'secondary issuance by underwriting and subscription methods' and 'international re-issuance' The amount is 262,870,800 shares. The amount of shares planned to be issued in Japan's second issuance of Japan by underwriting and subscription is 46,941,200, and the number of shares planned to be issued in the international secondary issuance is 215,929,600 shares (for the above (1 ) The 187,764,900 shares underwritten and subscribed by the international underwriter mentioned in item (ii), and the 28,164,700 shares granted to the international underwriters for the additional stock share call under item (1)(iii) above, the sum of the two amounts). The specific amount will be determined according to market demand and conditions at the scheduled date involved in (4). (4) The issue price of the issue price has not yet been determined, but will be on Wednesday, April 18, 2018 to Friday, April 20, 2018. During this period (predetermined date), based on the initial issue price, the initial issue price is calculated by multiplying the Renesas Electronics common stock's closing price at the Tokyo Stock Exchange on the scheduled date by 0.90-1.00 (or if there is no closing price for the day, The closing price of one day will prevail) (any decimal place in the price of the yen will be rounded down to an integer). In accordance with the determination method specified in Article 25 of the Securities Underwriting Regulations of the Japan Securities Industry Association, the market demand and conditions will also be considered. (5 ) Underwriter Remuneration Renesas Electronics will not pay any underwriting commission to the underwriter. However, (a) the selling price and (b) the total amount of spread paid by the underwriter to the issuer will be obtained as income from the underwriter. (6) Subscription period ( Issued to Japan) The subscription period is from the next business day after the date of determination to the second business day after the fixed date. (7) The date of completion of the settlement is between Thursday, April 26, 2018 and May 1, 2018. One day of period 2 is the sixth business day after the fixed date. (8) Subscription deposit The subscription deposit per share will be the same as the issue price. (9) Minimum subscription share of 100 shares (10) Includes any of the above, any The confirmation and approval of the 'secondary issuance of Japan' and 'secondary international issuance' issues through underwriting and subscription methods will be delegated to the deputy director or executive vice president, the board member and the chief financial officer.
2. Secondary issuance plan for Renesas Electronics shares (oversupply plan for secondary issues) (see below <参考资料>2.) (1) Type and amount of shares issued for sale 7,041,100 shares of Renesas Electronics common stock (maximum amount) The above amount is the maximum amount of stocks to be over-allotted. Market demand and other requirements under the secondary issuance of Japanese underwriter guarantees Due to conditions, the above amount may be reduced or the over-allotment may be completely cancelled. After taking into account the market demand and other conditions of Japan's second issuance in Japan through underwriting and subscription, the final amount will be determined on the scheduled date. (2) After the second issuance method of the Japanese underwriter designated by the issuer (3) takes into account the influence of market demand and other conditions of Japan's second issuance in Japan through underwriting and subscription, the designated Japanese underwriter will make a E-shareholders borrowed and issued a second issue of up to 7,041,100 common shares in Japan. (4) The issuance price of the issue price has not yet been determined, but will be determined within the scheduled date; at the same time, the price will be priced with the Japanese underwriter’s guarantee for secondary issuance. (5) The subscription period will be the same as the subscription period for the secondary issuance of the Japanese underwriter guarantee. (6) Delivery date The time will be the same as the Japan settlement time for the secondary issuance of Japan through the underwriting and subscription method. (7) The subscription deposit per share will be the same as the issue price. (8) The minimum subscription share of 100 shares (9) includes the above Matters concerning the confirmation and approval of any over-allotment issues concerning the secondary issuance of guarantees by Japanese underwriters will be delegated to the deputy director or executive vice president, the board member and the chief financial officer.
<参考资料>1. Purpose of the Second Stock Issuance Program Renesas Electronics expects to expand the investor base through the second issuance and increase the liquidity of Renesas Electronics.
2. The oversupply of the secondary issuance of secondary issuance of secondary issuance is as described in the '2. Reesa Electronics’ secondary share offering plan (oversupply of secondary issuance plan)' section mentioned above. Refers to the reissuance of Renesas Electronics Corp.'s secondary issuance in Japan through the designated Japanese underwriters in conjunction with the above-mentioned "Renesas Electronics's secondary share offering plan (secondary issue of Japanese underwriter guarantees and international secondary issues)" Shareholdings. Taking into account market demand and other conditions, the Underwriters will over-allocate up to 7,041,100 Renesas Electronics common shares which were borrowed from the shareholders of Renesas Electronics ('borrowed shares'). The above amount is The maximum amount of stock that will be over-allocated in the secondary issuance. Depending on market demand or other conditions, the above amount may be reduced or the over-allotment may be completely cancelled.
In the event of an over-allocation in the secondary issuance process, the above-mentioned Renesas Electronics shareholders will authorize the designated Japanese underwriter to be able to guarantee the over-delivery delivery date of the secondary issuance and secondary issuance in the Japanese underwriter to 2018 During May 18th, an additional share of Renesas Electronics' common stock ('green shoe option') is subscribed for up to the second issue of the over-allotment plan.
The designated Japanese underwriters may conduct stable trading operations related to Renesas Electronics common stocks during the subscription period of Japanese secondary issuance and oversupply of secondary issuance through underwriting and subscription methods, and the shares subscribed during the process may be Used to repay, in whole or in part, the 'borrowed stocks' borrowed from the shareholders by the underwriters.
The designated Japanese underwriter may also subscribe to Renesas on the Tokyo Stock Exchange from (a) the day immediately following the last day of the subscription period to (b) the period of Friday, May 18, 2018 (the 'underwriting period'). The number of electronic common stocks may not exceed the maximum amount specified in the second issuance of the over-allotment plan ('underwriting syndicate'). The shares obtained through the underwriting group stable exchange will be fully used for the return of 'borrowed stocks'. Underwriting group During the covered trading hours, the designated Japanese underwriter may decide to completely cancel the underwriting of the Group Covered Transaction, or terminate the transaction before the amount of the transaction reaches the over-allotment plan amount, at the discretion of the underwriter.
After the return of 'borrowed stocks', the group underwrites the remaining shares obtained from the covered transactions and/or stable exchanges will be returned through the designated Japanese underwriters for the over- allotment of the greenshoe option. The designated Japanese underwriters will be involved in the underwriting and subscription methods. The above-mentioned deal was conducted after the Japanese second issuance of Japan's lead underwriter manager.
3. The lock-in period is related to the second issuance of Japan by the underwriting and subscription method and the second issuance of the international issuance by Japan. The Japan Industrial Innovation Agency is the second issuance of the Japanese secondary issuance of Japanese and international secondary issuance through the underwriting and subscription method. Party, which will agree with the Joint Global Coordinator for a period of 180 days from the scheduled date, not to sell, transfer, etc. the Renesas Electronics shares, convertible securities, or any securities that represent Renesas Electronics shares (except for this passage). Subsequent underwriting and subscription methods for Japanese secondary issuance of Japanese and international secondary issuance, etc., unless prior written consent of the Joint Global Coordinator is obtained (no reason to refuse or delay consent).
In addition, the Japan Trust Services Bank Co., Ltd. (Sumitomo Mitsui Trust Co., Ltd./NEC Group Retirement Payments Trust Account) and Hitachi Ltd. are the issuers of the Japanese underwriters guarantee secondary issuance and international secondary issuance. Japan Denso, Mitsubishi Electric, Toyota Motor and Canon, are the equity holders of Renesas Electronics, who will agree with the Joint Global Coordinator for a period of 180 days from the scheduled date, not to Renesas Electronics stocks, convertible securities, or any Represents securities that acquire Renesas Electronics stock equity for sale, transfer, etc. (except for the second issuance and international second issuance by the underwriting and subscription methods in Japan) unless prior written consent from the Joint Global Coordinator is obtained.
Renesas Electronics also guarantees that it will not sell or transfer any Renesas Electronics shares, convertible securities, or any securities that represent Renesas Electronics’ equity interest for a period of 90 days from the scheduled date (except through this underwriting and subscription). In addition to the Japanese secondary issuance and international secondary issuance), unless agreed in writing by the Joint Global Coordinator.
If any of the above parties violates the agreement, the Joint Global Coordinator has the right to cancel the agreement in whole or in part at its discretion.