August 15, 2005

Name of company:

KAGA ELECTRONICS CO., LTD

Stock code:

8154

Stock exchange listing:

Tokyo, Stock Exchange, First Section

Headquarters:

2-2-9, Hongo, Bunkyo-ku, Tokyo

Representative

 

Title:

Founder & CEO

Name:

Isao Tsukamoto

Contact person

 

Title:

Senior Managing Director, Finance & Administration Headquarters

Name:

Waichiro Shimoyama

Tel:

+81-(0)3-4455-3111

 

Notice concerningSubsidiarizationof Kashimura Company Limited through

Subscription of Capital Increase by Third-Party Allocation

 

KAGA ELECTRONICS CO., LTD. (Founder and CEO: Isao Tsukamoto; Head Office:Bunkyo-ku,

Tokyo; Capital: 11,878 million yen) resolved to subsidize Kashimura Company Limited at our

extraordinary meeting of the board of directors on August 15, 2005, in accordance with a basic

agreement concerning business alliance with the said company, including capital participation, as

informed on July 28, 2005, which is as follows:

 

1. Purpose of Subsidiarization of Kashimura Company Limited

Kashimura Company Limited, established in 1947, is a general trading company specializing in

photograph and image related products. And we expect that such subsidiarization of the said

company would serve as a complement to and have a synergy effect on the network/know-how of

the said company, as well as on our group's information equipment distribution business centered

on PCs.

 

2. Stock Acquisition Method

(1) Subscription of Capital Increase by Third-Party Allocation

The extraordinary general meeting of shareholders of Kashimura Company Limited held on this

day has approved and resolved to make a capital increase through third-party allocation to our

company, and at the same time our extraordinary meeting of the board of directors has also

made a resolution to subscribe the capital increase.

 

Number of New Shares to be issued: 11,000,000 shares (The number of shares issued after such

capital increase will be 19,630,000 shares.)

Number of Shares to be subscribed: 11,000,000 shares (56.04% of the number of shares issued)

Stock Payment Date: August 16, 2005

Purpose of Capital Increase: Appropriation for working capital


(2) Transfer of Shares from Existing Shareholders

We will aim at securing no less than 70% of the total number of issued shares by September 30,

2005, through the transfer of shares from other existing shareholders as mentioned in above (1)

or otherwise.

 

3. Dispatch of Directors

An extraordinary general meeting of shareholders of Kashimura Company Limited has been

held on this day; and the following eight persons recommended by our company have been

appointed as director and auditor, and have taken office.

 

Chairman

Isao Tsukamoto

(Founder & CEO of KAGA ELECTRONICS)

CEO

Shinji Takahashi

(Executive Vice President & Representative Director of KAGA ELECTRONICS)

Senior Managing Director

Sadao Hashimoto

(Director of KAGA ELECTRONICS)

Director

Tomohisa Tsukamoto

(Executive Vice President & Representative Director of KAGA ELECTRONICS)

Director

Shinsuke Takahashi

(Senior Managing Director,

Headquarters Division Director

Information Systems Sales Headquarters

of KAGA ELECTRONICS)

Director

Ryoichi Shima

(General Manager President Office of KAGA ELECTRONICS)

Director

Atsushi Mochiduki

(Assigned to KAGA ELECTRONICS)

Auditor

Hiroo Fujita

(Statutory Auditor of KAGA ELECTRONICS)

 

 

4. Effects on Business Performance

*Forecast of Business Performance after the Subsidiarization

(1) Parent Business Performance

 

There are no effects on parent business performance.

 

(2) Consolidated Business Performance

 

Net sales

Ordinary income

Net income

 

Million yen

Million yen

Million yen

Previous forecasts (A)

244,000

9,470

5,960

Revised forecasts (B)

259,000

9,470

5,960

Change (B-A)

15,000

-

-

Change (%)

6.1

-

-

Year on year change (%)

3.5

9.6

26.0

* The above forecast has been determined and prepared by our company based on information obtained

at the present moment. Please understand that the actual business performance may vary greatly,

depending on the change in business conditions.