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Important Notice IMPORTANT NOTICE NOT TO BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON. THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) OR (2) ACQUIRING THE SHARES IN AN OFFSHORE TRANSACTION OUTSIDE OF THE UNITED STATES AND JAPAN IN ACCORDANCE WITH REGULATION S (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS DISCLAIMER YOU SHOULD NOT READ THE ATTACHED OFFERING CIRCULAR AND SHOULD DELETE THIS ELECTRONIC TRANSMISSION. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular dated June 9, 2021 (the “Offering Circular”), and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. If you are not the intended recipient, please notify us immediately and delete this electronic transmission and the attached Offering Circular from your system. You agree you will not forward this electronic transmission or the attached Offering Circular to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE ATTACHED OFFERING CIRCULAR CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS UNLAWFUL. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED OFFERING CIRCULAR IS PERSONAL TO YOU, IS CONFIDENTIAL AND MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS REQUIREMENT MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED TO AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Please refer to additional restrictions in the section entitled “Offering and Sale—Selling Restrictions” in the Offering Circular. By accessing the attached Offering Circular, you will be deemed to have represented to us that you agree to comply with the restrictions set forth in this disclaimer and in the attached Offering Circular. Confirmation of Your Representation: In order to be eligible to view the attached Offering Circular or make an investment decision with respect to the securities, investors must either be Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) or non-U.S. persons outside the United States (within the meaning of Regulation S under the Securities Act) and Japan. You have been sent the attached Offering Circular on the basis that you have confirmed that (a) you and any customers you represent are either QIBs or non-U.S. persons outside the United States; (b) if in a member state of the European Economic Area, you are a “Qualified Investor” within the meaning of Article 2 of Regulation (EU) 2017/1129); and (c) in addition, if in the United Kingdom, you are a “Qualified Investor” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who is also (i) an investment professional as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) a person falling within Article 49(2)(a) to (e) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iii) any other person to whom the attached Offering Circular may otherwise lawfully be communicated or caused to be communicated. By accessing the attached Offering Circular, you will be deemed to have made the above representation and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that no representation or warranty, expressed or implied, is made or given by or on behalf of the initial purchasers, nor any person who controls them nor any director, officer, employee or agent of it, or affiliate of any such person as to the accuracy, completeness or fairness of the information or opinions contained in the attached Offering Circular and such persons do not accept responsibility or liability for any such information or opinions. The attached Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the initial purchasers nor any person who controls any of them nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the attached Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the initial purchasers. You are responsible for protecting against viruses and other destructive items. Your use of the attached Offering Circular is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. 2 OFFERING CIRCULAR STRICTLY CONFIDENTIAL Renesas Electronics Corporation Offering of 336,570,000 Shares of Common Stock OFFER PRICE: ¥1,174 PER SHARE This offering circular relates to a global offering of 336,570,000 shares of common stock of Renesas Electronics Corporation, a joint stock corporation incorporated with limited liability under the laws of Japan. Of the shares in the global offering, 269,256,000 shares, or the international shares, are being offered outside Japan by the international managers named herein, or the international managers, in an international offering, or the international offering. The shares to be sold in the international offering consist of 145,494,200 newly issued shares and 123,761,800 existing shares to be sold by INCJ, Ltd., or INCJ. We have granted the international managers an option to purchase up to an additional 14,549,400 newly issued shares of our common stock in connection with over-allotments, if any, in the international offering. In addition, INCJ has granted the international managers an option to purchase up to an additional 12,376,200 existing shares of our common stock in connection with over-allotments, if any, in the international offering. Concurrently with the international offering, 67,314,000 shares, or the Japanese shares, are being offered to the public in Japan by the Japanese underwriters in a Japanese offering, or the Japanese offering, and together with the international offering, the global offering. The shares to be sold in the Japanese offering consist of 36,373,600 newly issued shares and 30,940,400 existing shares to be sold by INCJ. We have granted Daiwa Securities Co. Ltd., as representative of the Japanese underwriters, an option to purchase up to an additional 3,637,300 newly issued shares of our common stock in connection with over-allotments, if any, in the Japanese offering. In addition, INCJ has granted Daiwa Securities Co. Ltd., as representative of the Japanese underwriters, an option to purchase up to an additional 3,094,000 existing shares of our common stock in connection with over-allotments, if any, in the Japanese offering. See “Offering and Sale.” The international shares are being (i) offered by the international managers in offshore transactions outside the United States and Japan in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Act, and (ii) placed in the United States through U.S. broker dealer affiliates of the international managers to persons reasonably believed to be “qualified institutional buyers,” or QIBs, as defined in Rule 144A under the U.S. Securities Act, or Rule 144A. For a description of these and other restrictions on offers, sales and other transfers of the international shares, see “Offering and Sale” and “Transfer Restrictions.” The offer price per share in the international offering is the same as in the Japanese offering. The closing of the international offering is conditional upon the closing of the Japanese offering, and vice versa. The shares of our common stock are listed on the First Section of the Tokyo Stock Exchange, Inc., or the Tokyo Stock Exchange. The closing price on the Tokyo Stock Exchange of the shares of our common stock on June 9, 2021 was ¥1,211 per share. Investing in the shares of our common stock involves risks that are described in the “Risk Factors” section beginning on page 18 of this offering circular. The international shares are offered by the international managers subject to receipt and acceptance of any order by them and subject to their right to reject any such order in whole or in part. It is expected that payment for the international shares to be sold by us will be made in yen for value on or about June 15, 2021 (Tokyo time), and that payment for the international shares to be sold by INCJ will be made in yen for value on or about June 16, 2021 (Tokyo time).
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