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Release: May 28, 2003

Announcement Regarding Settlement of
Number of Subsidiary's Stocks Transferred

NGK Insulators, Ltd. (President: Shun Matsushita, Head Office: Nagoya, Aichi) applied for a takeover bid by companies financed by investment funds managed by Ripplewood Holdings LLC (CEO: Timothy Collins, Head Office: New York City, USA) to transfer all of its stock (excluding odd stock) in Asahi Tec Corporation (President & CEO: Sadatsugu Takeuchi, Head Office: Ogasa, Shizuoka). Number of shares and the impact on NGK's profit and loss have been settled as mentioned below.

1. Number of Shares to be Transferred and Shareholdings Before and After Transfer

(1)Number of Shares Held Prior to Transfer
25,350,276 shares (Proportion 42.36%)
(2)Number of Shares to be Transferred
25,350,000 shares (Transfer price ¥3,675 million)
(3)Number of Shares Held After Transfer
276 shares (Proportion 0.00%)

2. Impact of the Deal

The takeover will result in a profit on sale of ¥340 million on an unconsolidated basis and a loss on sale of ¥3,980 million on a consolidated basis for the half- year ending September 2003. Those figures are included in the earnings forecast for both the half-year ending September 2003 and the whole fiscal year ending March 2004.

3. Transfer Timetable

May 6, 2003: Board of Directors decision
June 3, 2003: Date of transfer (Settlement date)

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4. Overview of Asahi Tec Corporation

(1) Representative:
President & CEO Sadatsugu Takeuchi
(2) Head Office:
547-1 Horinouchi, Kikugawa-cho, Ogasa-gun,
Shizuoka Prefecture
(3) Established:
August 1938
(4) Present Capital:
¥4,669 million
(5) Main Plants:
Kikugawa Plant
(Kikugawa-cho, Ogasa-gun, Shizuoka Prefecture),
Toyokawa Plant
(Toyokawa City, Aichi Prefecture)
(6) Description of Business:
Casting and forging business, aluminum wheel business, electric power equipment business, and environmental systems & equipment
(7) Number of Employees:
2,178
(Consolidated basis, excluding 246 temporary staff)
(8) Issued Stock:
59,835,313 shares
(9) Major stockholders and holdings
NGK Insulators, Ltd. 25,350,000 shares (42.36%)
Asahi Tec Clients' Shareholding Association 1,896,000 shares (3.16%)
Mitsubishi Motors Corporation 1,674,000 shares (2.79%)
Meiji Life Insurance Company 1,302,000 shares (2.17%)
(10) Recent Business Results (Consolidated)
  FY ending
March 2002
FY ending
March 2003
Net Sales (million yen) 48,618 51,138
Operating Income (million yen) - 326 579
Ordinary Income (million yen) - 495 438
Net Income (million yen) - 580 215
Total Assets (million yen) 53,061 51,829
Total Shareholders' Equity (million yen) 18,059 18,064
Dividend per Share (yen) 0 0

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5. Companies to which Stocks will be Transferred

1)JC Holdings Ltd.

(1)Representative:
Director Christopher P. Minetian
2)Head Office:
Walkers, Walker House, PO Box 265 GT, George Town, Grand Cayman, Cayman Islands, British West Indies
(3) Present Capital:
US$1
(4) Description of Business:
General partner in a special-purpose investment enterprise that seeks to invest primarily in auto parts manufacturers

2)JC Holdings II Ltd.

(1) Representative:
Director Christopher P. Minetian
(2)Head Office:
Walkers, Walker House, PO Box 265 GT, George Town, Grand Cayman, Cayman Islands, British West Indies
(3) Present Capital:
US$1,000
(4) Description of Business:
General partner in a special-purpose investment enterprise that seeks to invest primarily in auto parts manufacturers

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