Ferrotec : Notice of the Determination on Conditions for the Issuance of Euro-Yen Denominated Convertible Bonds with Stock Acquisition Rights Due in 2028 picture_as

News Release: Ferrotec Holdings Corporation (6890 TSE Standard)

June 7, 2023

Notice of the Determination on Conditions for the Issuance of Euro-Yen Denominated

Convertible Bonds with Stock Acquisition Rights Due in 2028

Ferrotec Holdings Corporation (Representative Director: He Xian Han; hereinafter "the Company") announces that we have determined the terms, conditions, etc. for the issuance of the euro-yen denominated convertible bonds with stock acquisition rights due in 2028 resolved at the meeting of Board of Directors held on June 7, 2023 (hereinafter "the bonds with stock acquisition rights;" the portion of the bonds alone shall be hereinafter referred to as "the bonds" and the portion of the stock acquisition rights alone shall be hereinafter referred to as "the stock acquisition rights"). Details including the matters already determined are as follows.

Matters concerning the stock acquisition rights
(1)	Amount of assets to be contributed upon exercise of stock acquisition rights	Equivalent to face value of the bonds
(2)	Conversion price			4,020 yen
	(Reference) Status of share price, etc. as of date of determination of the conditions for issuance (June 7, 2023)
	a. Share price (closing price) on the Tokyo Stock Exchange		3,165 yen
	b. Conversion ration [{(conversion price)/(share price (closing price))-1} × 100]	27.01%
(Reference) Overview of the bonds with stock acquisition rights
(1)	Total amount of the bonds	The sum of 25 billion yen and the total amount of the face values of the bonds relating to
		the alternative bonds with stock acquisition rights
(2)	Paid-in amount for the bonds with	100% of the face value of the bonds
	stock acquisition rights
(3)	Offer price of the bonds with	102.5% of the face value of the bonds
	stock acquisition rights (issue
	price)
(4)	Resolution date for issuance of	June 7, 2023
	the bonds with stock acquisition
	rights
(5)	Payment date and date of	June 23, 2023 (London time, same hereafter unless otherwise indicated.)
	issuance of the bonds with stock
	acquisition rights
(6)	Period in which stock acquisition	From July 7, 2023 to June 9, 2028 (Local time in the location where the request for
	rights can be exercised	exercise is accepted during business hours.)
(7)	Redemption date	June 23, 2028

(Other reference information)

With this financing, the ratio of the number of potential shares to the latest (as of May 31, 2023) total number of outstanding shares (excluding treasury stock: 46,916,762 shares) is expected to be 13.25%.

(Note) The ratio of the number of potential shares is calculated by dividing the number of shares that will be newly issued if all the stock acquisition rights related to the bonds with stock acquisition rights to be issued this time are exercised at the initial conversion price by the latest total number of outstanding shares.