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Share Issuance and Disposal1909Nippon Dry-Chemical CO.,LTD.Machinery

Notice Regarding Approval Resolutions on the Share Consolidation, Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation

At the extraordinary general meeting of shareholders, resolutions approving the consolidation of 4.4 million ordinary shares into 1 share, the abolition of the share-unit system, and amendments to the Articles of Incorporation were passed. As a result, the total number of shares issued and outstanding will be 6, and the shares are scheduled to be delisted on 14 September 2026.

Worth reading
25Immaterial
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
4400000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share consolidation

Who receives how much

4,400,000 Company shares consolidated into 1 share

TCG2511株式会社 (tender offeror)

The lower thin line represents the existing number of shares to which these shares will be added.

Stock Split RatioConsolidation into 1 share (4,400,000 shares into 1 share); effective date scheduled for 16 September 2026
Procedures under the Corporate Code of Conduct
At the extraordinary general meeting of shareholders held on 24 August 2026, all proposals were approved and adopted as originally proposed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare consolidation
Number of shares to be issued or disposed of4,400,000 Company shares consolidated into 1 share
Intended allotteeTCG2511株式会社 (tender offeror)
Total number of issued shares26,808,464 shares (after cancellation of treasury shares and before the consolidation takes effect) → 6 shares (after the consolidation takes effect)
Stock Split RatioConsolidation into 1 share (4,400,000 shares into 1 share); effective date scheduled for 16 September 2026
Procedures under the Corporate Code of ConductAt the extraordinary general meeting of shareholders held on 24 August 2026, all proposals were approved and adopted as originally proposed
Items this document does not state (22)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateBasis for determining the amount to be paidExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The share consolidation will be carried out as part of this transaction, under which the Company's shareholders will consist solely of the tender offeror and ALSOK. As the total number of shares issued and outstanding will become 6, there will no longer be a need to specify the number of shares in a share unit. Following the delisting, provisions concerning the acquisition of treasury shares through market transactions and similar means, as well as provisions concerning record dates and electronic provision measures, will also no longer be necessary. The Articles of Incorporation will therefore be amended.

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Notice Regarding Approval Resolutions on the Share Consolidation, Abolition of the Share Unit System and Partial Amendments to the Articles of Incorporation | Nippon Dry-Chemical CO.,LTD. (1909) timely disclosure | Komori