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25 December 2015

Notice: Announcement of Conclusion of Share Exchange Agreement by Japan Radio Co., Ltd. to Make Nagano Japan Radio Co., Ltd. and Ueda Japan Radio Co., Ltd. Its Wholly Owned Subsidiaries

Greetings. As the year's end approaches, we would like to convey our best wishes for your continued success. Furthermore, we would like to express our deep gratitude for your special consideration regarding our activities.

As has been announced in our statement of December 18 and in press reports based on that statement, Japan Radio Co., Ltd. (JRC) has resolved to become a wholly owning parent company in share exchange, and a share exchange agreement has been concluded making Nagano Japan Radio Co., Ltd. (headquartered in Nagano, Nagano Prefecture, listed in Second Section of Tokyo Stock Exchange, hereinafter “Nagano JRC”) and Ueda Japan Radio Co., Ltd. (headquartered in Ueda, Nagano Prefecture, unlisted, hereinafter “Ueda JRC”) its wholly owned subsidiaries in share exchange. Accordingly, Nagano JRC and Ueda JRC will become wholly owned subsidiaries of JRC.

Three years have passed since JRC Group's business structure reforms were initiated in September 2012. It was decided that the best way for all of JRC Group (including Nagano JRC and Ueda JRC) to continue raising corporate value in the future was to make Nagano JRC and Ueda JRC wholly owned subsidiaries, and in so doing take advantage of the strong points of the unique business characteristics and governance structures of both companies, while also strengthening their cooperative efforts and continuing to increase competitiveness and reach a higher level of business strategy sharing.

In this way, JRC Group will accelerate synergy creation in each of its businesses. Concretely speaking, we will respond to the demands of our customers and business partners by making full use of both companies' longstanding expertise in manufacturing and management know-how at overseas manufacturing bases for JRC Group's ongoing domestic and foreign business development projects, and by managing all phases of business from design and production to inspection and shipping, and continuing to improve efficiency.

Please rest assured that all JRC businesses will continue operating as they have until now, and the matter under discussion will have no effect whatsoever on our customers and business partners.

Though the current harsh business environment is expected to continue, all of us at JRC Group will join together to move forward with business expansion, and make a renewed commitment to support our clientele by providing improved product quality and enhanced services.

Thank you very much for your past and present interest in JRC Group. We look forward to your continued patronage in the future.

Takayoshi Tsuchida
President
Japan Radio Co., Ltd.