News Release

At the meeting of its board of directors on 1 March 2004, NTN Corporation (hereinafter the “Company”) resolved the issuance of Euro Yen Zero Coupon Convertible Bonds due 2009 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai)

1. Type of issue:

Euro Yen Zero Coupon Convertible Bonds due 2009 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) (the “Bonds with Stock Acquisition Rights”, of which the Bonds and the Stock Acquisition Rights are to be hereinafter referred to as the “Bonds” and the “Stock Acquisition Rights”, respectively) of NTN CORPORATION (the “Company”)

2. Total amount of issue:

The aggregate of ¥25,000,000,000, plus an aggregate principal amount of the Bonds in respect of the Bonds with Stock Acquisition Rights to be additionally issued upon exercise of the option granted to the Manager as set forth in 6.(1). below, and an aggregate principal amount of the Bonds in respect of replacement Bond Certificates that may be issued against appropriate evidence and indemnity in the case of loss, theft or destruction of any Bond Certificate.

3. Issue price of the Bonds:

100 per cent. of the principal amount of the Bonds.(the denomination of ¥1,000,000 each)

4. Interest Rate of the Bonds:

5. Date of payment and date of issuance (London time, unless stated otherwise):

6. Particulars of offering:

Offering in overseas markets, mainly in Europe (except for the United States) through underwriting of the aggregate principal amount of the Bonds by Nomura International plc as the Manager. Subscriptions are to made during day of “Determination Date” (Japan time) as defined in 7.(4) 2) below.
The Company has granted to the Manager an option exercisable at any time up to and including 16th March, 2004, by notification to the Company, to additionally subscribe for the Bonds with Stock Acquisition Rights up to a further ¥5,000,000,000 in aggregate principal amount of the Bonds.

7. Particulars of the Stock Acquisition Rights:

(1) Class and number of shares to be acquired upon exercise of the Stock Acquisition

The number of Shares to be newly issued by the Company upon exercise of the Stock Acquisition Rights or to be transferred by the Company from the Shares held by the Company as treasury stock in lieu of such issuance (hereinafter, the issuance or transfer of the Shares being referred to as “delivery” of the Shares) shall be determined by dividing the aggregate issue price of the Bonds in which the Stock Acquisition Rights so exercised are incorporated by the Conversion Price set forth in (4) below; provided, however, that fractions of a Share will not be issued and no adjustment or cash payment will be made in respect thereof. Any Shares constituting less than one unit (tangen) resulting from the exercise of the Stock Acquisition Rights shall be subject to a cash adjustment, on the assumption that the holders of such Shares have requested the Company to purchase such Shares pursuant to the relevant provisions of the Commercial Code of Japan.

The aggregate of 25,000, plus the number obtained by dividing an aggregate principal amount of the Bonds in respect of the Bonds with Stock Acquisition Rights to be additionally issued upon exercise of the option granted to the Manager as set forth in 6.(1) above by ¥1,000,000, and the number obtained by dividing an aggregate principal amount of the Bonds in respect of replacement Bond Certificates that may be issued against appropriate evidence and indemnity in the case of loss, theft or destruction of any Bond Certificates by ¥1,000,000.

1) The amount to be paid upon exercise of each Stock Acquisition Right shall be equal to the issue price of each Bond.

2) The amount to be paid per Share upon exercise of the Stock Acquisition Rights (the “Conversion Price”) shall initially be determined by Yasunobu Suzuki, President of the Company, on the date of execution of the Subscription Agreement between the Company and the Manager (the calendar date in Japan corresponding to such date being hereinafter referred to as the “Determination Date”), pursuant to the authorisation from the Board of Directors, taking into account the demand of investors in bookbuilding procedures for convertible bonds type-bonds with stock acquisition rights to be taken in accordance with the market practices in the Euromarket, and any other market condition or trend; provided, however, that the initial Conversion Price shall be not less than the amount obtained by multiplying the Closing Price as of the Determination Date by 1.3.

3) The Conversion Price shall be adjusted in accordance with the following formula, if the Company issues new Shares or disposes of the existing Shares held by it as treasury stock, after the issuance of the Bonds with Stock Acquisition Rights, at a price below the current market price of the Shares. In the following formula, the “Number of issued shares” means the total number of Shares already issued, less the number of Shares held by the Company as treasury stock.

Number of shares
issued or transferred

Issue or transfer price
per share

Number of shares
outstanding

Conversion Price
after adjustment

Conversion Price
before adjustment

Current market price per share

Number of shares outstanding

Number of shares
issued or transferred

The Conversion Price shall also be appropriately adjusted in the case of a stock split or consolidation of the Shares or an issue by the Company of stock acquisition rights (including stock acquisition rights incorporated in bonds with stock acquisition rights) to acquire the Shares at a price below the current market price of the Shares or in certain other cases.

(5) Rationale for determining the issue price of the Stock Acquisition Rights as zero and the amount to be paid upon exercise thereof:

The issue price of the Stock Acquisition Rights has been determined as zero, taking into consideration that the Bonds and the Stock Acquisition Rights have a close interrelation to each other on the grounds that the Stock Acquisition Rights are incorporated in convertible bonds type-bonds with stock acquisition rights and shall not be transferable separately from the Bonds, that any Bond shall cease to exist upon exercise of the Stock Acquisition Rights due to substitute payment and that, if the Bonds are redeemed prior to maturity, the exercise period of the Stock Acquisition Rights shall terminate; and also taking into consideration the value of the Stock Acquisition Rights and the economic value obtainable by the Company by issuing the Bonds with Stock Acquisition Rights with such terms and conditions of the issue, including the interest rate and the issue price of the Bonds as are determined on a basis that the Stock Acquisition Rights are incorporated in the Bonds. Since the Bonds with Stock Acquisition Rights are convertible bonds type-bonds with stock acquisition rights, the amount to be paid upon exercise of each Stock Acquisition Right has been determined as the amount equal to the issue price of the Bonds and the initial Conversion Price shall be the amount to be determined as set forth in (4) 2) above.

From and including 2nd April, 2004, up to the close of business (at the place where the Stock Acquisition Rights are to be exercised) on 4th March, 2009.

Provided, however, that the Stock Acquisition Right may not be exercised (a) if the Bonds shall have been called for redemption pursuant to Item 8.(1) 2)(A), (B) or (C) above, then after the close of business (at the place where the Stock Acquisition Right is to be exercised) on the third business day in Tokyo prior to the date fixed for redemption thereof, or (b) if the Bonds shall become due and repayable, then after the time when the Bonds shall become so due and repayable, provided that in no event shall the Stock Acquisition Rights be exercised after 4th March, 2009.

(9) Amount of the issue price of a Share to be issued upon exercise of the Stock Acquisition Rights which is to be accounted for as stated capital:

The amount to be accounted for as stated capital shall be the amount obtained by multiplying such issue price by 0.5, with any fraction less than one yen being rounded up.

Upon exercise of the Stock Acquisition Right, the Company shall treat such exercise as payment of the full amount required to be paid upon exercise of the Stock Acquisition Right in lieu of the full redemption of the Bond in respect of such Stock Acquisition Right as set forth under Items 7 and 8 of Paragraph 1 of Article 341-3 of the Commercial Code of Japan.

8. Items regarding the Bonds

The Bonds shall be redeemed at 100 per cent. of their principal amount on 19th March, 2009 (date of maturity).

(A) Redemption prior to maturity pursuant to the provision of 130 per cent. call option:

On or after 19th March, 2007, the Company may, at its option, having given not less than 30 nor more than 60 days' prior notice (such notice shall be irrevocable) to the holders of the Bonds with Stock Acquisition Rights (the “Holders of the Bonds with Stock Acquisition Rights”), redeem all, but not some only, of the Bonds then outstanding at 100 per cent. of their principal amount, provided, however, that no such redemption may be made unless the closing price (regular way) of the shares of common stock of the Company (the “Shares”) on the Tokyo Stock Exchange, Inc. (the “Closing Price”) for each of the 30 consecutive Trading Days (as defined below), the last of which occurs not more than 30 days prior to the date upon which the notice of such redemption is first published, is at least 130 per cent. of the Conversion Price in effect on each such Trading Day.

The term “Trading Day” means a day when the Tokyo Stock Exchange, Inc. is open for business, but does not include a day when no Closing Price is reported.

The Company may at any time, at its option, having given not less than 30 nor more than 60 days' prior notice to the Holders of the Bonds with Stock Acquisition Rights (which notice shall be irrevocable), redeem all, but not some only, of the Bonds then outstanding at 100 per cent. of their principal amount, if the Company satisfies the Trustee that it has or will become obliged to pay additional amounts pursuant to the special covenants as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, and such obligation cannot be avoided by the Company taking reasonable measures available to it; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such additional amounts were a payment in respect of the Bonds then due.

In the case of a resolution being passed at a general meeting of shareholders of the Company for the Company to become a wholly-owned subsidiary of another corporation by way of share exchange (kabushiki-kokan) or share transfer (kabushiki-iten), subject to certain conditions, the Company may, at its option, having given not less than 30 nor more than 60 days' prior notice to the Holders of the Bonds with Stock Acquisition Rights (which notice shall be irrevocable) and prior to the effective date of such kabushiki-kokan or kabushiki-iten, as the case may be, redeem all, but not some only, of the Bonds then outstanding at the following percentage of the principal amount of the Bonds:

From 19th March, 2004 to 18th March, 2005	104%
From 19th March, 2005 to 18th March, 2006	103%
From 19th March, 2006 to 18th March, 2007	102%
From 19th March, 2007 to 18th March, 2008	101%
From 19th March, 2008 to 18th March, 2009	100%

If, on the occurrence of any of the certain events as set forth in the Terms and Conditions of the Bonds with Stock Acquisition Rights, including default in the payment in respect of the Bonds, the Trustee gives notice to the Company that the Bonds are due and repayable pursuant to the Terms and Conditions of the Bonds with Stock Acquisition Rights, the Bonds shall immediately become due and repayable, and the Company shall be bound to redeem the Bonds, at 100 per cent. of their principal amount.

The Company and/or any of its subsidiaries may at any time purchase the Bonds with Stock Acquisition Rights in the open market or otherwise. The Bonds in respect of the Bonds with Stock Acquisition Rights that have been purchased by the Company may, at the option of the Company, be cancelled, at which time the Stock Acquisition Rights incorporated therein shall simultaneously be waived and forfeited. The Bonds in respect of the Bonds with Stock Acquisition Rights that have been purchased by any subsidiary of the Company may, at the option of such subsidiary, be waived and forfeited together with the Stock Acquisition Rights incorporated therein and delivered to the Company for cancellation.

9. Listing exchange:

The Bonds with Stock Acquisition Rights are to list on the London Stock Exchange.

10. Other items

The issue of the Bonds with Stock Acquisition Rights will not be accompanied by equity trading designed to stabilize the Company's stock price.

Reference information

1. Use of proceeds

The projected proceeds of ¥24,890,000,000 (¥29,890,000,000 if the Manager exercises Stock Acquisition Rights as described in 6. (1) above) are scheduled to be used for redeeming convertible bonds and for capital expenditure.

The fund-raising is forecast to improve the non-operating account and enhance production capacity via capital expenditure.

2. Distribution of earnings to shareholders

The Company regards returning profits to shareholders as a key policy. Its basic approach is to pay a stable and steady dividend, determined not only by profit conditions but also by a wide range of factors, including financial position and future business development. Retained earnings are used to develop future business.

3. Other items

Potential dilution cannot be calculated because the Conversion Price has yet to be set.

This document was prepared for the purpose of public announcement related to NTN Corporation's Euro Yen Zero Coupon Convertible Bonds (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) but not for the purpose of encouraging investment. The bonds will not be offered for placement or sale within Japan. This document does not constitute an offer of NTN Corporation's bonds in all geographical regions, including the US. The bonds will be neither placed nor sold in within the US unless they are registered in accordance with the US Securities Act of 1933 or registration is waived. An offer of securities within the US requires the preparation of an English-language prospectus in accordance with the Securities Act of 1933. The abovementioned bonds will not be offered within the US.

Issuance of Euro Yen Convertible Bonds due 2009 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai)