Notice Regarding Results of Repurchase through Tender Offer

August 29,2023

KDDI Corporation

At the board of directors' meeting held on July 28, 2023, as stated below, as a specific method of repurchasing treasury shares pursuant to the provisions of Article 156 of the Companies Act (Act No. 86, 2005, including subsequent revisions, the "Companies Act") as applied mutatis mutandis pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act and the Company's articles of incorporation, the Company resolved to conduct a tender offer of treasury shares (the "Tender Offer"). The Tender Offer was initiated on July 31, 2023 and ended on August 28, 2023. Purchases of treasury shares (market purchases) after the completion of the Tender Offer will be made as stated in "Notice Regarding Repurchase through Tender Offer" published on July 28, 2023.

1. Tender Offer outline

• (1)

  Name and address of tender offeror

  KDDI Corporation, 2-3-2, Nishishinjuku, Shinjuku-ku, Tokyo

• (2)

  Type of listed share certificates under the Tender Offer

  Ordinary shares

• (3)

  Period of the Tender Offer

  • 1)

    Period of the Tender Offer

    From Monday, July 31 to Monday, August 28, 2023 (20 business days)

  • 2)

    Publication date for commencing the Tender Offer

    Monday, July 31, 2023

• (4)

  Tender Offer Price

  3,900 yen per share of ordinary shares

• (5)

  Settlement Method

  • 1)

    Name and address of the head office of financial instruments business operator/bank that will conduct settlement of the Tender Offer
    (Tender Offer Agent)

    Daiwa Securities Co., Ltd., 1-9-1 Marunouchi, Chiyoda-ku, Tokyo

  • 2)

    Commencement Date of Settlement

    Wednesday, September 20, 2023

  • 3)

    Settlement Method

    When the period of the Tender Offer ends, a written notice for purchase, etc. will be sent by mail without delay to the address or location of any person who consents to the application for the purchase, etc., or persons who apply for the sale, etc. of share certificates in relation to the Tender Offer (the "Tendering Shareholders") (standing proxies in the case of shareholders, etc. who are residents of foreign countries (including corporate shareholders, the "Non-Japanese Shareholders.")).
    The purchase will be made in cash. The amount after deducting the applicable withholding tax (Note) from the purchase price will be remitted to the place designated by Tendering Shareholders (standing proxies in the case of Non-Japanese Shareholders) by the tender offer agent, or paid at the tender offer agent's head office or each branch throughout Japan, where applications to tender for the Tender Offer were accepted, without delay after the commencement date of settlement.

    • (Note)

      Regarding tax-related matters on shares purchased through the tender offer
      Shareholders should make their own decisions after consulting a certified tax accountant or other professional regarding any specific questions and concerns on tax matters.

    (a) In the case of individual shareholders

    • (i)

      If the Tendering Shareholders are residents of Japan or non-residents holding permanent establishments in Japan

      If the amount of proceeds received through the application for the Tender Offer exceeds the amount corresponding to the attributable shares for the purchase out of the amounts of stated capital, etc. (the amounts of consolidated individual stated capital, etc. in the case of a consolidated corporation) of the Company, the amount of the excess portion shall be treated as dividend income, and taxed.
      As a general rule, the amount equivalent to 20.315% will be withheld for the amount deemed as such dividend income. (The tax rate of 20.315% comprising the income tax and the special income tax for reconstruction (pursuant to the "Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction following the Great East Japan Earthquake," (Act No. 117 of 2011, including subsequent revisions) (the "Special Income Tax for Reconstruction")) of 15.315% and the 5% inhabitants tax) (Special collection of 5% inhabitants tax will not be made for non-residents holding permanent establishments in Japan.). Provided, however, that if the individual shareholder corresponds to a large shareholder (the "Large Shareholder") specified in Article 4-6-2, Paragraph 12 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (Cabinet Order No. 43 of 1957, including subsequent revisions), the amount equivalent to 20.42% (income tax and Special Income Tax for Reconstruction only) will be withheld. In addition, the amount obtained by deduction of the amount deemed to be dividend income out of the amount of money to be delivered by tendering in the Tender Offer shall be the income from the transfer of share certificates. As a general rule, the amount after deducting the acquisition cost of shares from income from the transfer of shares is subject to separate self-assessment taxation.

      When applying for the Tender Offer with shares in the tax-free accounts (the "Tax-Free Accounts") provided in Article 37-14 (tax exemptions on income from transfers of small amounts of publicly-traded shares in the Tax-Free Accounts) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, including subsequent revisions), if the Tax-Free Accounts are accounts opened at Daiwa Securities Co., Ltd., which is a financial instruments business operator, as a general rule, tax will be exempted on income from the transfer of shares in the Tender Offer. In the case where the Tax-Free Accounts are accounts at financial instruments business operators other than Daiwa Securities Co., Ltd., the treatment may differ from the above.

    • (ii)

      In the case where the Tendering Shareholders are non-residents not holding permanent establishments in Japan

      For the amount deemed as dividend income, the amount of 15.315% (income tax and Special Income Tax for Reconstruction only) will be withheld. In the case of applicability as a Large Shareholder, the amount of 20.42% (income tax and Special Income Tax for Reconstruction only) will be withheld. Income incurred due to such transfer of shares shall not be taxed, as a general rule.

    (b) In the case of corporate shareholders
    Regarding taxation for a deemed dividend, for the portion of the tender offer price exceeding the amount of stated capital, etc. per share, as a general rule, the amount equivalent to 15.315% of such difference (income tax and Special Income Tax for Reconstruction only) shall be withheld.

2. Results of the Tender Offer

• (1)

  Number of share certificates under the Tender Offer

  Type of share certificates	Number of share certificates planned for purchase	Number of share certificates planned to be in excess	Number of share certificates tendered	Number of share certificates purchased
  Ordinary shares	64,102,500 shares	- shares	64,507,759 shares	64,102,500 shares

• (2)

  Calculation method when purchased using the pro rata method

  As the total number of share certificates sold in response to the Tender Offer (the "Tendered Share Certificates") exceeded the number of share certificates planned for purchase (64,102,500 shares), the Company will not purchase all or some of the surplus. The Company will conduct delivery related to the purchase of share certificates and other settlements according to the pro rata method provided in Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, including subsequent revisions, the "Act") that is applied mutatis mutandis pursuant to Article 27-22-2, Paragraph 2 of the Act, and Article 21 of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance Order No. 95 of 1994, including subsequent revisions). (If there is any portion of the number of the Tendered Share Certificates that is less than one unit (100 shares), the maximum limit on the number of shares to be purchased calculated using the pro rata method shall be the number of Tendered Shares Certificates.)
  As the total number of shares purchased from the Tendering Shareholders, calculated by rounding the number of shares less than one unit resulting from the calculation using the pro rata method, fell short of the number of share certificates planned for purchase, Tendered Share Certificates comprising one unit were purchased (if an additional purchase of one unit results in exceeding the number of Tendered Share Certificates, then in the number up to the limit of Tendered Share Certificates) from each Tendering Shareholder in order starting with the Tendering Shareholder with the largest number of shares as a result of the round down, until the total number of shares purchased from the Tendering Shareholders is equal to or larger than the number of share certificates planned for purchase.

3. Place where a copy of the tender offer report is available for public inspection

KDDI Corporation, 2-3-2, Nishishinjuku, Shinjuku-ku, Tokyo
Tokyo Stock Exchange, Inc.: 2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo

(Reference) Matters concerning purchases of treasury shares resolved during the Board of Directors meeting held on May 11, 2023

• The information contained in the articles is current at the time of publication.
  Products, service fees, service content and specifications, contact information, and other details are subject to change without notice.

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