Yamatake Corporation

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Press Release

July 16, 2002

Yamatake Corporation Repurchases Shares From Honeywell, Formally Ends Equity Relationship Between the Two Companies

Yamatake Corporation, headquartered in Tokyo, Japan, has repurchased 10.99 million Yamatake shares from its largest shareholder, Honeywell Asia-Pacific Inc, a wholly-owned subsidiary of Honeywell International Inc. This share buyback was carried out with ToSTNeT2 system of the Tokyo Stock Exchange, in which transactions are made at 8:45 am off the market based on the closing price of the prior day. With this transaction Honeywell and Yamatake have completely discontinued their equity relationship. Details of the share buyback are as follows:

1.Type of share: Common shares
2.Volume repurchased: 10,990,000 shares
3.Value per share: 969 yen/share
4.Cost of buyback: 10,649 million yen
5.Date: July 16, 2002
6.Method: ToSTNeT2 system, Tokyo Stock Exchange


Background
Upon amending its partnership with Yamatake-Honeywell Co., Ltd. (currently Yamatake Corporation) in October 1997, Honeywell Inc. (currently Honeywell International Inc.) announced that it might sell its minority position in Yamatake, totaling 20.29 million shares. On December 22, 2000, Yamatake repurchased 9.3 million Yamatake shares from Honeywell at Honeywell's request. On July 12, Honeywell formally requested Yamatake to buy back its remaining 10.99 million Yamatake shares, and Yamatake repurchased the shares from Honeywell today.

Objectives
1.Discontinue equity relationship with Honeywell
  1. The position of Honeywell Asia-Pacific Inc. as Yamatake's largest shareholder as well as competitor may prevent Yamatake from entering partnerships or joint ventures with certain companies, and consequently limit its opportunities to enter new fields.
  2. If Yamatake did not repurchase these shares as requested, Honeywell might have chosen to sell them to a third party with whom a conflict of interest may arise, which in turn may prevent Yamatake from securing autonomy in management.
2.Promote share appreciation
  Honeywell's intent to divest its stake in Yamatake has put a downward pressure on Yamatake's share price. It is therefore believed that Honeywell's disposal of the remaining 10.99 million shares would alleviate this negative pressure and result in share appreciation.

This share buyback was carried out with the ToSTNet2 system in order to meet Honeywell's request for buyback amounting to 10.99 million shares. A trade of this sizable volume on the market would have had a major impact on the share price, which would have affected other Yamatake shareholders.

Although Honeywell has divested its equity stake in Yamatake, the two companies will continue their cooperation in complementary businesses, such as the supply of parts and products.

Attachment: History of Yamatake and Honeywell
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