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Sale of Shares Contributed to Retirement Benefits Trust by NEC

Tokyo, January 25, 2024 - NEC Corporation (NEC; TSE: 6701) today announced that it decided to instruct the sale of shares of common stock of Renesas Electronics Corporation out of NEC retirement benefits trust account (the "Sale").

1. Outline of the Sale

(1) Class and number of shares to be sold 69,888,800 shares of common stock of Renesas Electronics Corporation
(2) Selling Shareholders Custody Bank of Japan, Ltd. (Retirement Benefit Trust Account re-entrusted by Sumitomo Mitsui Trust Bank, Limited/NEC Corporation Pension and Severance Payments Trust Account)
(3) Method of selling The Sale will be made mainly in overseas markets (in the United States, however, restricted to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933) and in Japan.
(4) Sale price To be determined between Thursday, January 25, 2024, and 8:00 a.m. on Friday, January 26, 2024, (Japan Standard Time) in consideration of market demand and other conditions.
(5) Settlement date Tuesday, January 30, 2024

2. Purpose of the Sale

In April 2020, NEC set guidelines for eliminating cross-shareholdings, and since then, NEC has reduced such shareholdings.

The Sale is a part of the reduction of cross-shareholdings in accordance with such guidelines, and is one of the transactions to sell all shares of common stock of Renesas Electronics Corporation contributed to NEC retirement benefits trust account. As of March 31, 2023, shares of common stock of Renesas Electronics Corporation accounted for approximately 50% of the total market value of NEC’s cross-shareholdings (including "deemed holdings"). The Sale will further promote the reduction of NEC’s cross-shareholdings.

3. Future Outlook

NEC will disclose the sale price, etc. of the Sale once the terms of the Sale are determined.

The impact of the Sale on NEC’s consolidated financial results for the fiscal year ending March 31, 2024, will be minor because the shares to be sold through the Sale have already been contributed to NEC retirement benefits trust account.

This press release is a general release, and is not prepared for the purpose of investment solicitation or the like in Japan or elsewhere.
This press release does not constitute an offer to sell or solicitation of any offer to buy securities in the United States or any other jurisdiction in which such an offer, solicitation or sale would be unlawful. The shares of common stock of Renesas Electronics Corporation have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act.
No public offering of the securities will take place in the United States.


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