Notice Regarding the Conclusion of a Share Transfer Agreement for the Acquisition (Subsidiarization) of Toyo Denso Co., Ltd.

Overview and Purpose of Share Acquisition

At the Board of Directors meeting held on April 20, 2026, Nihon Seiki Co., Ltd. resolved to acquire all outstanding shares of Toyo Denso Co., Ltd. and make it a wholly owned subsidiary, and concluded a share transfer agreement. The acquisition price is approximately 50.55 billion yen (49.85 billion yen for Toyo Denso common stock plus approximately 700 million yen in advisory fees). This share acquisition aims to expand the product portfolio by leveraging the technologies and customer bases of both companies, create technological synergies in the HMI field, and improve business efficiency through group collaboration.

Overview and Future Outlook of Toyo Denso Co., Ltd.

Toyo Denso conducts research, development, manufacturing, and sales of automotive, motorcycle, and general-purpose products. For the fiscal year ending March 2025, its net sales amounted to 100.038 billion yen, operating income was 2.53 billion yen, and net income attributable to owners of parent was 2.695 billion yen. After acquisition, as part of the Nihon Seiki Group, the company will promote the utilization of both companies’ customer bases, creation of technological synergies, and efficiency improvements through joint procurement and shared design resources. The acquisition funds will be procured through borrowings from financial institutions, and the company will promptly disclose any impacts on its performance and financial condition.