Olympus Corporation ('Olympus') hereby announces that Shanghai Sub-Commission of China International Economic and Trade Arbitration Commission ('CIETAC') issued an arbitral award on December 26, 2022 in the arbitration concerning the Capital Increase Agreement entered into by Shenzhen YL Technology Co., Ltd. ('YL'), Olympus (Shenzhen) Industrial Ltd. ('OSZ') and Olympus (China) Co., Ltd., ('OCH') on December 25, 2018 (the 'Capital Increase Agreement').

And OSZ and OCH received the arbitral award on January 3, 2023.

Background

As announced in 'Notice Concerning Recording Other Income (in the fiscal year ending March 2020) by Transfer of Equity Interests of Consolidated Subsidiary (Sub-subsidiary)' dated December 25, 2018, the '(Change of Disclosure Matters) Notice Concerning Postponement the Closing Date of Transfer of Equity Interests of Consolidated Subsidiary (Sub-subsidiary)' dated June 28, 2019, and the '(Change of Disclosure Matters) Notice Concerning Cancellation of Transfer of Equity Interests of Consolidated Subsidiary (Sub-subsidiary)' dated January 20, 2020, Olympus had executed a framework agreement concerning transfer of all the equity interests of OSZ, a consolidated subsidiary of Olympus in Shenzhen, China and owned by OCH, another consolidated subsidiary of Olympus, to YL (the 'Transfer') with YL (the 'Transfer Agreement'). However, the conditions precedent to the Transfer were not satisfied, so the Transfer Agreement was canceled on January 20, 2020.

The Transfer Agreement provided that the Transfer would be conducted by way of YL firstly subscribing the increased capital of OSZ and then purchasing the remaining equity interest held by OCH in OSZ, so the Capital Increase Agreement was separately executed by and between OCH, OSZ and YL as a part of the Transfer Agreement. YL, as the Claimant, filed this arbitration, which, among others, included continuation to perform the Capital Increase Agreement, against OSZ, as the Respondent, on October 11, 2021. OCH was joined into the arbitration as the 2nd Respondent on December 27, 2021.

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