Create restaurants : Notice Regarding the Determination of Issue Price, Selling Price, etc. and Reduction of Capital and Capital Reserve

News Release: create restaurants holdings inc.	(3387 TSE1)

November 8, 2021

Notice Regarding the Determination of Issue Price, Selling Price, etc. and

Reduction of Capital and Capital Reserve

create restaurants holdings inc. announces that, regarding the issuance of new shares and the sale of the Company's shares, the issue price and selling price, etc. have been decided as follows and were resolved upon at the meeting of the Board of Directors held on October 28, 2021.

The Company also announces that, in conjunction with the determination of the issue price, etc. for the issuance of new shares, the schedule for the reduction of capital and capital reserve to be carried out simultaneously with the issuance of new shares, which was resolved at the meeting of the Board of Directors held on July 19, 2021, has also been determined.

I. Issuance of New Shares and Secondary Offering of Shares

1. Issuance of New Shares by way of Public Offering (General Offering)

Number of new shares to be issued

1. (Number of shares to be subscribed)
2. Issue price (subscription price)
3. Total amount of issue price
4. Amount to be paid per share
5. Total amount to be paid in Amount of stated capital to be
6. increased and additional paid-in capital to be increased
7. Subscription period
8. Payment date

21,700,000 shares (Number of shares to be offered: 21,700,000 shares)

722 yen per share

15,667,400,000 yen

692.20 yen per share

15,020,740,000 yen

Amount of capital to be increased: 7,510,370,000 yen The amount of additional paid-in capital to be increased:

7,510,370,000 yen

Tuesday, November 9, 2021, to Wednesday, November 10, 2021

Friday, November 12, 2021

(Note) The underwriters will purchase the shares at the amount to be paid and offer them at the issue price (offer price).

2. Secondary Offering of Shares in the Company (Secondary Offering by way of Over-Allotment)

(1)	Number of shares to be sold	3,255,000 shares
(2)	Selling price	722 yen per share
(3)	Total amount of selling price	2,350,110,000 yen
(4)	Subscription period	Tuesday, November 9, 2021 to Wednesday, November 10, 2021
(5)	Delivery date	Monday, November 15, 2021

Note: This press release has been prepared for the sole purpose of publicly announcing that the Company has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment. Investors should carefully review a prospectus and supplements for the issuance of its new shares and the secondary offering of its shares or amendments thereto (if any) prepared by the Company prior to making any investment decisions.

3. Issuance of New Shares by way of Third-party Allotment
(1) Amount to be paid	692.20 yen per share

1. Total amount to be paid
   Amount of stated capital to be
2. increased and additional paid-in capital to be increased
   Subscription period
3. (Subscription date)
4. Payment date

(Maximum) 2,253,111,000 yen

The amount of stated capital to be increased (maximum): 1,126,555,500 yen The amount of additional paid-in capital to be increased (maximum): 1,126,555,500 yen

Tuesday, December 14, 2021

Wednesday, December 15, 2021

II. Reduction in the Amount of Capital and Capital Reserve (Course of Disclosure Items)

The Company has decided to issue new shares by way of public offering as described in "I. 1. Issuance of New Shares by way of Public Offering (General Offering)" above. Issuance of New Shares by way of Third-party Allotment as described in "I.3. Issuance of New Shares by way of Third-Party Allotment" above (the "Third-Party Allotment", and collectively with the Public Offering, the "Capital Increase"). The purpose of the Capital Increase is to further expand the Company's financial base and secure funds for growth through the implementation of the Capital Increase (the "Capital Increase"), to improve the Company's corporate value, and prepare for a flexible capital policy in the future. The amount of capital stock and capital reserve will be reduced and transferred to the Other Capital surplus, in an amount equal to the increase in Capital Stock and Capital Reserve, respectively, as a result of the Capital Increase (the reduction in the amount of capital stock and capital reserve to be increased as a result of the Capital Increase shall be referred to as the "Reduction in Capital Stock, etc. in connection with the Capital Increase" and the reduction in the amount of capital stock and capital reserve to be increased as a result of the Capital Increase through Third Party Allotment shall be referred to as the "Reduction in Capital Stock, etc., in connection with the Third Party Allotment"), (collectively, the "Reduction in the Amount of Capital, etc."). The Company plans to issue new shares of common stock, etc. (hereinafter referred to as the "Issuance of New Shares"), and both of these reductions in the amount of capital, etc. were resolved at the Board of Directors' meeting held on July 19, 2021 (for details, please refer to the "Notice of Filing of Shelf Registration Statement for Issuance of New Shares and Reduction of Amount of Capital Stock and Capital Reserve Simultaneously with Issuance of New Shares" dated July 19, 2021 and the "Notice of Issuance of New Shares and Secondary Offering of Shares and Reduction of Capital and Capital Reserve" dated 28 October 2021). In accordance with the determination of the issue price and other details relating to the capital increase, the Company announces that it has fixed the schedule for the reduction of the amount of capital. Other matters remain unchanged from those set out in the press release.

Schedule for the Reduction in the Amount of Capital and Capital Reserve

Resolution by the Board of Directors on the reduction in the amount of capital, etc.	July 19, 2021
Public Notice of Creditors' Objections	July 20, 2021
Final Date for Creditors' Objections	August 20, 2021
Effective date of the Reduction in the Amount of Capital in relation to the Capital	November 12, 2021
Increase by Public Offering
Effective date of the Reduction in the Amount of Capital, etc. in relation to the	December 15, 2021
Capital Increase through Third-party Allotment

Note: This press release has been prepared for the sole purpose of publicly announcing that the Company has resolved matters relating to the issuance of its new shares and the secondary offering of its shares, and not for the purpose of soliciting investment. Investors should carefully review a prospectus and supplements for the issuance of its new shares and the secondary offering of its shares or amendments thereto (if any) prepared by the Company prior to making any investment decisions.