KDDI Corporation

November 19, 2013

KDDI Corporation (the "Company") today concluded a share transfer agreement with consolidated subsidiary Jupiter Telecommunications Co., Ltd. ("J:COM,") agreeing to transfer all shares of consolidated JAPAN CABLENET LIMITED ("JCN") held by the Company to J:COM. Through this agreement, JCN will be converted into a subsidiary of J:COM (thereby becoming a second-tier subsidiary of the Company.)

1. Reason for Share Transfer

The share transference is one of the steps in the process of integrating JCN into J:COM described in the news release entitled "Notice on Tender Offer for Share Certificates etc. of Jupiter Telecommunications Co., Ltd." released on October 24, 2012, by the Company and Sumitomo Corporation. It is also part of our strategies to expand the scale of the KDDI Group’s cable TV business and realize ongoing growth. And the parties will proceed with preparation for the merger between J:COM and JCN, which is planned to be completed in April 2014.

2. Outline of Subsidiary (JCN) to have Shares Transferred

(1)		Name		JAPAN CABLENET LIMITED
(2)		Location		5-1 Nihombashikabuto-cho, Chuou-ku, Tokyo
(3)		Name and Title of Representative		Yuji Fujimoto, President
(4)		Description of Business		Cable TV broadcast and telecommunications business through supervision and operation of cable TV stations
(5)		Stated Capital		32,500 million yen
(6)		Date of Establishment		March 8, 2001
(7)		Major Shareholders and Shareholding Ratio		KDDI Corporation 100%
(8)		Relationship between the Company and JCN
		Capital Relationship		The Company owns 100% (650,000 shares) of the total issued common shares of JCN.
		Personnel Relationship		The Company seconds to JCN its officers, a director, a part-time director, and two outside company auditors. The Company also seconds its employees to JCN.
		Business Relationship		JCN provides the Company with services that are required to provide its fixed-line phone services to JCN's customers (telephone switching and interconnection, etc.) Also, the Company sells the household equipment that is required to provide smart TV services to JCN's customers, and also provides the upper-level lines and sells the equipment that is required to provide Internet access to JCN's customers.
		Falling under the Category of Related Party or Not		JCN is one of the Company's consolidated subsidiaries, thereby falling under the category of a related party.
(9)			Consolidated Business Performance and Consolidated Financial Condition for the Last Three Years (Note 1)
Fiscal Year				Fiscal Year Ended March 31, 2011	Fiscal Year Ended March 31, 2012	Fiscal Year Ended March 31, 2013
	Total net assets			46,325 million yen	50,633 million yen	58,456 million yen
	Total assets			123,954 million yen	125,611 million yen	126,477 million yen
	Total net assets per share			190,698.64 yen	193,249.08 yen	194,581.23 yen
	Operating revenues			89,685 million yen	90,499 million yen	91,592 million yen
	Operating income			10,657 million yen	8,965 million yen	10,212 million yen
	Ordinary income			10,484 million yen	9,704 million yen	10,345 million yen
	Net income			3,848 million yen	3,241 million yen	3,587 million yen
	Net income per share			5,920.63 yen	4,987.22 yen	5,518.66 yen
	Annual cash dividends per share			0.00 yen	0.00 yen	0.00 yen

• Note 1. Figures have not been audited by an audit corporation.

3. Outline of Subsidiary (J:COM) to Receive Transferred Shares

(1)	Name	Jupiter Telecommunications Co., Ltd.
(2)	Location	Marunouchi Trust Tower North, 8-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(3)	Name and Title of Representative	Shuichi Mori, President and representative director
(4)	Description of Business	1. CATV operation and telecommunication business through management of CATV operators 2. Program supplying business for CATV operators and digital satellite broadcast
(5)	Stated Capital	37,550 million yen
(6)	Date of Establishment	January 18, 1995
(7)	Major Shareholders and Shareholding Ratio (as of December 31, 2012)	KDDI Corporation 50% Sumitomo Corporation 50%
(8)	Relationship between the Company and J:COM
	Capital Relationship	The Company owns 50% (3,000,000 shares) of the number of voting rights of J:COM.
	Personnel Relationship	The Company seconds to J:COM its officers, a director, two part-time directors, and an outside company auditor. The Company also seconds its employees to J:COM.
	Business Relationship	As a telecommunications service wholesaler, the Company provides J:COM with services that are required for J:COM to provide its fixed-line phone services to its customers (telephone switching and interconnection, etc.) Also, the Company provides J:COM with upper-level lines that are required for J:COM to provide Internet access to its customers.
	Falling under the Category of Related Party or Not	J:COM is one of the Company’s consolidated subsidiaries, thereby falling under the category of a related party.

4. Number of Shares to be Transferred, Transfer Price and Status of Shares Owned Before and After the Transfer

(1) Number of Shares Owned Before the Transfer	650,000 shares (Number of voting rights: 650,000 units) (Holding ratio of voting rights: 100%)
(2) Number of Shares to be Transferred	650,000 shares (Number of voting rights: 650,000 units)
(3) Transfer Price	Common shares of JCN: 105,000 million yen
(4) Number of Shares Owned After the Transfer	0 shares (Number of voting rights: 0 units) (Holding ratio of voting rights: 0%)

5. Schedule

(1) Conclusion of share transfer agreement: November 19, 2013
(2) Transfer of shares: December 2, 2013 (planned)

6. Future Outlook

The impact on consolidated financial results of the transference of shares to a consolidated subsidiary is expected to minimal.

• [Ref.] Consolidated Financial Results Forecast for the Year Ending March 31, 2014 (as of October 28, 2013) and the Year Ended March 31, 2013

(Unit: Millions of yen)

	Operating Revenues	Operating Income	Ordinary Income	Net Income
Year Ending March 31, 2014	4,140,000	630,000	620,000	295,000
Year Ended March 31, 2013	3,662,288	512,669	514,421	241,469