OREANDA-NEWS. June 14, 2011.  NEC Corporation (NEC) today announced that it has determined the terms and conditions for the issuance of its 45th and 46th Series of Unsecured Straight Bonds (with inter-bond pari passu clause), all of which will be offered and issued in Japan.

The terms and conditions are as follows;

1. 45th Series Unsecured Straight Bond
(1) Aggregat enominal amount 20 billion yen
(2) Denomination of each Bond 100 million yen
(3) Coupon rate
(per annum) 0.608%
(4) Issue price 100 % of the principal amount
(5) Redemption price 100 % of the principal amount
(6) Method of redemption 1. Redemption on maturity : June 20, 2014
 2. Extinguishment of the bond
(7) Interest payment dates June 21 and December 21 of each year
 (First interest payment date : December 21, 2011)
(8) Method of offering Public offering
(9) Offering period June 14,2011
(10) Paymen tdate June 21,2011
(11) Collateral The bonds are not secured by any collateral nor guaranteed, and there are no particular assets reserved as security for the bonds.
(12) Financia lcovenants Negative pledge clause (with inter-bond pari passu clause) attached
(13) Joint lead managers Daiwa Securities Capital Markets Co. Ltd.
 Mizuho Securities Co., Ltd.
 SMBC Nikko Securities Inc.
 Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(14) Fiscal agent Sumitomo Mitsui Banking Corporation
(15) Application of the Law Concerning Book-Entry Transfer of Corporate Bonds, Stocks, Etc. The provisions of the Law Concerning Book-Entry Transfer of Corporate Bonds, Stocks, Etc. shall apply to the bond and it is unable to issue its debenture.
(16) Transfer institution Japan Securities Depository Center, Incorporated
(17) Rating A- (Rating and Investment Information, Inc.)
(18) Use of proceeds Thenet proceeds from the sale of the bonds will be used for a part of redemptionof 10th unsecured convertible bonds.

2. 46th Series Unsecured Straight Bond
(1) Aggregate nominal amount 10 billion yen
(2) Denomination of each Bond 100 million yen
(3) Coupon rate
(per annum) 0.792%
(4) Issue price 100 % of the principal amount
(5) Redemption price 100 % of the principal amount
(6) Method of redemption 1. Redemption on maturity : June 21, 2016
 2. Extinguishment of the bond
(7) Interest payment dates June 21 and December 21 of each year
 (First interest payment date : December 21, 2011)
(8) Method of offering Public offering
(9) Offering period June 14,2011
(10) Payment date June 21,2011
(11) Collateral The bonds are not secured by any collateral nor guaranteed, and there are no particular assets reserved as security for the bonds.
(12) Financial covenants Negative pledge clause (with inter-bond pari passu clause) attached
(13) Jointlead managers SMBC Nikko Securities Inc.
 Mizuho Securities Co., Ltd.
 Daiwa Securities Capital Markets Co. Ltd.
 Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(14) Fiscal agent The Sumitomo Trust and Banking Co., Ltd.
(15) Application of the Law Concerning Book-Entry Transfer of Corporate Bonds, Stocks, Etc. The provisions of the Law Concerning Book-Entry Transfer of Corporate Bonds, Stocks, Etc. shall apply to the bond and it is unable to issue its debenture.
(16) Transfer institution Japan Securities Depository Center, Incorporated
(17) Rating A- (Rating and Investment Information, Inc.)
(18) Use of proceeds The net proceeds from the sale of the Bonds will be used for a part of redemption of 10th unsecured convertible bonds.
CAUTIONARY STATEMENTS

This material contains forward-looking statements pertaining to strategies, financial targets, technology, products and services, and business performance of NEC Corporation and its consolidated subsidiaries (collectively "NEC"). Written forward-looking statements may appear in other documents that NEC files with stock exchanges or regulatory authorities, such as the Director of the Kanto Local Finance Bureau, and in reports to shareholders and other communications. NEC is relying on certain safe-harbors for forward-looking statements in making these disclosures. Some of the forward-looking statements can be identified by the use of forward-looking words such as "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates," "targets," "aims," or "anticipates," or the negative of those words, or other comparable words or phrases. You can also identify forward-looking statements by discussions of strategy, beliefs, plans, targets, or intentions. Forward-looking statements necessarily depend on currently available assumptions, data, or methods that may be incorrect or imprecise and NEC may not be able to realize the results expected by them. You should not place undue reliance on forward-looking statements, which reflect NEC’s analysis and expectations only. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Among the factors that could cause actual results to differ materially from such statements include (i) global economic conditions and general economic conditions in NEC’s markets, (ii) fluctuating demand for, and competitive pricing pressure on, NEC’s products and services, (iii) NEC’s ability to continue to win acceptance of NEC’s products and services in highly competitive markets, (iv) NEC’s ability to expand into foreign markets, such as China, (v) regulatory change and uncertainty and potential legal liability relating to NEC’s business and operations, (vi) NEC’s ability to restructure, or otherwise adjust, its operations to reflect changing market conditions, (vii) movement of currency exchange rates, particularly the rate between the yen and the U.S. dollar, (viii) the impact of unfavorable conditions or developments, including share price declines, in the equity markets which may result in losses from devaluation of listed securities held by NEC, and (ix) impact of any regulatory action or legal proceeding against NEC. Any forward-looking statements speak only as of the date on which they are made. New risks and uncertainties come up from time to time, and it is impossible for NEC to predict these events or how they may affect NEC. NEC does not undertake any obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events, or otherwise.
The management targets included in this material are not projections, and do not represent management’s current estimates of future performance. Rather, they represent targets that management will strive to achieve through the successful implementation of NEC’s business strategies.
Finally, NEC cautions you that the statements made in this material are not an offer of securities for sale. Securities may not be offered or sold in any jurisdiction in which required registration is absent or an exemption from registration under the applicable securities laws is not granted.