February 17, 2021

To All concerned Parties

Company name: Japan Airport Terminal Co., Ltd. Representative: Nobuaki Yokota, President & COO (Code: 9706, First Section, Tokyo Stock Exchange)Inquiries:Kazuhito Tanaka

Tel:

Senior Managing Director General Manager of Planning and Management Department 03-5757-8409

Announcement Regarding Issuance of New Shares, Disposition of Treasury

Shares, and Secondary Offering of Shares

Japan Airport Terminal Co., Ltd. (the "Company") hereby announces that on February 17, 2021 its board of directors resolved to issue new shares, dispose of its treasury shares, and make a secondary offering of its shares as set forth below.

1.

Issuance of New Shares by Way of Offering

(1) Class and Number of 7,507,900 shares of common stock of the Company (as described Shares to be Offered below)

(2)Method of The amount to be paid in will be determined on a day during the period Determination of from March 1, 2021 (Mon.) to March 3, 2021 (Wed.) (the "Pricing Amount to be Paid In Date") in accordance with the method set forth in Article 25 of the

Rules Concerning Underwriting, Etc., of Securities promulgated by the Japan Securities Dealers Association (the "JSDA").

(3) Method of Offering Japanese and international offerings will be made simultaneously.

  • (i) Japanese Public Offering

    The offering relating to issuance of new shares by way of offering in Japan (collectively with the offering relating to disposition of the treasury shares by way of offering in Japan, which is described in "2. Disposition of Treasury Shares by Way of Offering" below, the "Japanese Public Offering") shall be a public offering, and Japanese underwriters (collectively, the "Japanese Underwriters") shall underwrite all of the shares offered in relation to the issuance of new shares by way of offering in Japan.

  • (ii) International Offering

    An offering of the common stock of the Company relating to issuance of new shares will be made outside Japan, mainly in Europe and Asia (excluding the United States and Canada) (the "International Offering"), and international underwriters (the

"International Underwriters;" collectively with the Japanese Underwriters, the "Underwriters") respectively, will underwrite all of the shares in the International Offering. The Company shall grant the International Underwriters an option to purchase additional newly issued shares of common stock of the Company.

With regard to the number of shares to be offered in (i) and (ii) above and the number of shares for the Japanese Public Offering relating to disposition of the treasury shares by way of offering, the number of shares to be offered is planned to be 8,347,900 shares for the Japanese Public Offering (5,107,900 shares for the Japanese Public Offering relating to the issuance of new shares by way of offering and 3,240,000 shares for the Japanese Public Offering relating to the disposition of the treasury shares by way of offering) and 2,400,000 shares for the International Offering (the International Underwriters will purchase 2,087,000 shares initially and 313,000 additional issued shares of common stock of the Company on exercise of the over-allotment option granted to the International Underwriters). However, the final breakdown shall be determined on the Pricing Date by taking into account market demand and other conditions.

The issue price (the offer price) with regard to each offering described in (i) and (ii) above shall be determined in accordance with the method stated in Article 25 of the Rules Concerning Underwriting, Etc., of Securities, promulgated by the JSDA, on the Pricing Date, based on the preliminary pricing terms calculated by multiplying the closing price in regular trading of the shares of common stock of the Company on the Tokyo Stock Exchange, Inc., on the Pricing Date (or, if no closing price is quoted, the closing price on the immediately preceding date) by 0.90-1.00 (with any fraction less than 1 yen being rounded down), taking into account market demand and other conditions.

(4) Compensation for the

UnderwritersThe Company will not pay any underwriting fees to the Underwriters. The aggregate amount of the difference between (a) the issue price (the offer price) in the issuance of new shares by way of offering and (b) the amount to be paid to the Company by the Underwriters shall be retained by the Underwriters.

  • (5) Payment Date

    The payment date is expected to be a day during the period from March 5, 2021 (Fri.) to March 9, 2021 (Tue.), provided that such day is the fourth business day following the Pricing Date.

  • (6) The amount to be paid in, the amount of capital stock and legal capital surplus to be increased, the issue price (the offer price), and any other matters necessary for this issuance of new shares by way of offering will be determined at the discretion of the Representative Director or a person delegated by the Representative Director.

  • (7) The issuance of new shares by way of offering in Japan is subject to the effectiveness of a securities registration statement filed under the Financial Instruments and Exchange Act (the "FIEA").

2.

Disposition of Treasury Shares by Way of Offering

(1) Class and Number of 3,240,000 shares of common stock of the Company Shares to be Offered

  • (2) Method of Determination of Amount to be Paid In

    The amount to be paid in will be determined on the Pricing Date in accordance with the method set forth in Article 25 of the Rules Concerning Underwriting, Etc. of Securities promulgated by the JSDA. The amount to be paid in shall be the same as the amount to be paid in for issuance of new shares by way of offering.

  • (3) Method of Offering

    The offering relating to disposition of the treasury shares shall be a public offering in Japan, and the Japanese Underwriters shall underwrite all of the offered shares. The disposition price (the offer price) with regard to disposition of the treasury shares by way of offering shall be determined in accordance with the method stated in Article 25 of the Rules Concerning Underwriting, Etc. of Securities promulgated by the JSDA, on the Pricing Date, based on the preliminary pricing terms calculated by multiplying the closing price in regular trading of the shares of common stock of the Company on the Tokyo Stock Exchange, Inc. on the Pricing Date (or, if no closing price is quoted, the closing price on the immediately preceding date) by 0.90-1.00 (with any fraction less than 1 yen being rounded down), taking into account market demand and other conditions. The disposition price (the offer price) with regard to disposition of the treasury shares by way of offering shall be the same as the issue price (the offer price) with regard to issuance of new shares by way of offering.

  • (4) Compensation for theThe Company will not pay any underwriting fees to the Underwriters.

    Underwriters The aggregate amount of the difference between (a) the disposition price (the offer price) in the disposition of treasury shares by way of offering and (b) the amount to be paid to the Company by the Underwriters shall be retained by the Underwriters.

  • (5) Payment Date The payment date is expected to be a day during the period from

    March 5, 2021 (Fri.) to March 9, 2021 (Tue.), provided that such day is the fourth business day following the Pricing Date. The payment date shall be the same as the payment date in the issuance of new shares by way of offering.

  • (6) The amount to be paid in, the disposition price (the offer price), and any other matters necessary for this disposition of treasury shares by way of offering will be determined at the discretion of the Representative Director or a person delegated by the Representative Director.

(7)The disposition of treasury shares by way of offering is subject to the effectiveness of a securities registration statement filed under the FIEA. If the issuance of new shares by way of offering is canceled, the disposition of treasury shares by way of offering will be canceled as well.

  • 3. Secondary Offering of Shares (Secondary Offering by Way of Over-Allotment) (see 1. below)

    • (1) Class and Number of 1,252,100 shares of common stock of the Company

      Shares to be Sold The number of shares mentioned above is the maximum number of shares to be sold. The number above may decrease, or this secondary offering by way of over-allotment itself may be cancelled, depending on market demand and other conditions of the Japanese Public Offering. Furthermore, the number of shares to be sold will be determined on the Pricing Date, taking into account market demand and other conditions of the Japanese Public Offering.

    • (2) S e l l e r The Japanese Lead Manager

    • (3) Selling Price To be determined (the selling price will be determined on the Pricing

      Date, provided that such selling price will be the same as the issuance price and the disposition price (the offer price) in the Japanese Public Offering and the International Offering).

    • (4) Method of Secondary Taking into account market demand and other conditions of the Offering Japanese Public Offering, one of the Japanese Underwriters (the

      "Japanese Lead Manager") will make a secondary offering in Japan up to a maximum of 1,252,100 shares of the common stock of the Company, which it will borrow from a certain shareholder of the Company.

    • (5) Delivery Date The delivery date will be the business day following the Payment Date with respect to the Japanese Public Offering.

    • (6) The selling price and any other matters necessary for the secondary offering by way of over-allotment will be approved at the discretion of the Representative Director or a person delegated by the Representative Director.

    • (7) The secondary offering by way of over-allotment is subject to the registration taking effect under the FIEA. If the Japanese Public Offering is canceled, the secondary offering by way of over-allotment will be canceled as well.

  • 4. Issuance of New Shares by Way of Third-Party Allotment

(1) Class and Number of 1,252,100 shares of common stock of the Company Shares to be Offered

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Japan Airport Terminal Co. Ltd. published this content on 17 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2021 09:24:04 UTC.