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Notice Concerning Issuance Of New Shares And Secondary Offering Of Shares In Japan

Ever since the establishment in December 1992 as a pioneer commercial Internet Service Provider in Japan, we have been introducing a variety of Internet-related services and have continued to grow in line with domestic market expansion. Based on accumulated technologies on Internet, we and our consolidated subsidiaries provide comprehensive network-related services in combination, including highly reliable and value-added network services and system integration services, mainly to corporate and public sector customers, which number approximately 8,500.

To improve our corporate value, we should focus on several goals, including developing innovative services continuously, enhancing service lineups, promoting cloud computing services, meeting the demands of Japanese customers who are headed overseas, demonstrating our competitive advantages in the growing and competitive information system-related market and strengthening our business operations.

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

(1)  Class and Number of Shares to be Offered
4,700,000 shares of common stock of the Company
(2)  Method of Determination of the Amount to be Paid
The amount to be paid shall be determined on a day during the period from and including Wednesday, July 10, 2013 to and including Wednesday, July 17, 2013 (the "Pricing Date") in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting, etc. of Securities provided by the Japan Securities Dealers Association ("JSDA").
(3)  Amount of Stated Capital and Additional Paid-in Capital to be Increased
The amount of stated capital to be increased shall be half of the maximum amount of increase in stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations, with any fraction less than one yen resulting from the calculation being rounded up to the nearest yen. The amount of the additional paid-in capital to be increased shall be amount obtained by subtracting the above amount of stated capital to be increased from the relevant maximum amount of increase in stated capital.
(4)  Method of Offering
The offering shall be a public offering. All of the new shares shall be purchased for sale by underwriters (the "Underwriters"). The issue price with regard to the Public Offering (offer price) shall be determined on the Pricing Date, based on the provisional range calculated by multiplying the closing price in regular trading of the shares of the Company on the Tokyo Stock Exchange on the Pricing Date (or, if no closing price is quoted, the closing price of the immediately preceding date) by 0.90-1.00 (with any fraction less than one yen being rounded down), in accordance with the method stated in Article 25 of the Regulations Concerning Underwriting, etc. of Securities provided by the JSDA, taking into account market demand and other conditions.
(5)  Condition to be paid to the Underwriters
The Company shall not pay any underwriting fees to the Underwriters. Instead, the aggregate amount of the difference between (a) the issue price in the Public Offering (offer price) and (b) the amount to be paid to the Company by the Underwriters shall be retained by the Underwriters.
(6)  Subscription Period
The subscription period shall be from the next business day after the Pricing Date to the second business day following the Pricing Date.
(7)  Payment Date
The payment date shall be a day during the period from and including Thursday, July 18, 2013 to and including Wednesday, July 24, 2013; provided, however, that such day shall be the fifth business day following the Pricing Date.
(8)  Subscription Unit
100 shares
(9)  The amount to be paid, the amount of stated capital and additional paid-in capital to be increased, and any other matters necessary for the issuance of new shares by the Public Offering shall be determined at the discretion of Representative Directors.
(10)  Above items shall be subject to the effectiveness of registration statement under the Financial Instruments and Exchange Act of Japan.

2. Secondary Offering of Shares (Secondary Offering by way of Over-Allotment) (See 1. of "For Reference" attached hereto)

(1)  Class and Number of Shares to be Sold
700,000 shares of common stock of the Company
The number of shares to be sold mentioned above is the maximum number of shares to be sold. The above number may be decreased, or the Secondary Offering by way of Over-Allotment may be cancelled entirely, depending on market demand. The number of shares to be sold shall be determined on the Pricing Date, taking into account market demand.
(2)  Seller
One of the Underwriters
(3)  Selling Price
Undetermined. (The selling price shall be determined on the Pricing Date; provided, however, that such selling price shall be the same as the issue price (offer price) in the Public Offering.)
(4)  Method of Secondary Offering
Taking into account market demand for the Public Offering, one of the Underwriters will undertake a secondary offering of shares (up to 700,000) that it will borrow from certain shareholder(s) of the Company.
(5)  Subscription Period
The subscription period shall be the same as the subscription period in respect of the Public Offering.
(6)  Deliver Date
The delivery date shall be the next business day after the payment date in respect of the Public Offering.
(7)  Subscription Unit
100 shares
(8) The selling price and any other matters necessary for the Secondary Offering by way of Over-Allotment shall be determined at the discretion of Representative Directors.
(9) Above items shall be subjected to the effectiveness of registration under the Financial Instruments and Exchange Act of Japan.

3.Issuance of New Shares by way of Third-Party Allotment (the "Issuance through Third-Party Allotment") (See 1. of "For Reference" attached hereto)

(1)  Class and Number of Shares to be Offered
700,000 shares of common stock of the Company
(2)  Method of Determination for the Amount to be Paid
The amount to be paid shall be determined on the Pricing Date; provided, however, that such amount to be paid shall be the same as the amount to be paid in respect of the Public Offering.
(3)  Amount of Stated Capital and Additional Paid-in Capital to be Increased
The amount of stated capital to be increased shall be half of the maximum increased amount of stated capital, as calculated in accordance with the provisions of Article 14, Paragraph 1 of the Rules of Account Settlement of Corporations with any fraction less than one yen resulting from the calculation being rounded up to the nearest yen. The amount of the additional paid-in capital to be increased shall be the amount obtained by subtracting the above amount of stated capital to be increased from the relevant maximum amount of stated capital increase.
(4)  Allottee
One of the Underwriters
(5)  Subscription Period (Subscription Date)
Friday, August 2, 2013
(6)  Payment Date
Monday, August 5, 2013
(7)  Subscription Unit
100 shares
(8) Shares not subscribed within the subscription period (subscription date) mentioned in (5) above shall not be issued.
(9) The amount to be paid, the amount of stated capital and additional paid-in capital to be increased and any other matters necessary for the issuance of new shares by way of Third-Party Allotment shall be determined at the discretion of Representative Directors.
(10) Above items shall be subject to the effectiveness of registration under the Financial Instruments and Exchange Act of Japan.

<For Reference>

Stock quotes in this article: IIJI 

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