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Statutory disclosure document1948The Kodensha,Co.,Ltd.Construction and Materials

Statutory Prior Disclosure Document (Reverse Stock Split)

The Company has resolved to submit to an extraordinary general meeting of shareholders a proposal to consolidate 747,603 of its shares into 1 share, with the aim of becoming a wholly owned subsidiary following the tender offer. If approved, the consolidation will take effect on 29 September 2026, and shareholders other than the tender offeror and Mitsubishi Electric are expected to receive cash equivalent to ¥11,501 per share.

Worth reading
86Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
747603
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

The Company's Board of Directors (resolved to submit the proposal to an extraordinary general meeting of shareholders)

Prior disclosure document concerning the share consolidation

Decision29 July 2026
Period CoveredThe period following the effective date of 29 September 2026 during which the share consolidation remains effective
Implementation29 September 2026 (scheduled; effective date of the share consolidation)
Going forwardAn extraordinary general meeting of shareholders is scheduled to be held on 25 August 2026. Subject to approval, 236,560 treasury shares are scheduled to be cancelled on 28 September 2026, the share consolidation is scheduled to take effect on 29 September 2026, and the Company is scheduled to be delisted on 25 September 2026. The Company plans to apply to the court for permission to sell the fractional shares between early and mid-October 2026, sell them to KINDEN CORPORATION around mid-October, and distribute the sale proceeds to shareholders around late December.
AmountTender offer price: ¥11,501 per share; purchase price for treasury shares: ¥8,058 per share before the share consolidation; proceeds from the sale of fractional shares: equivalent to ¥11,501 per share
Quantity / scale747,603 shares consolidated into 1 share; total number of authorized shares on the effective date: 40 shares; 236,560 treasury shares scheduled to be cancelled as of 28 September 2026; total number of issued shares after the cancellation: 8,733,440 shares
Reason

Following the tender offer by KINDEN CORPORATION, to make the tender offeror and Mitsubishi Electric the Company's only shareholders and ultimately make the Company a wholly owned subsidiary of KINDEN CORPORATION.

Impact on Business Performance

The consideration for the purchase of treasury shares is expected to be funded by financing provided by the tender offeror, and the reduction in the Company's funds is not expected to adversely affect the conduct of its business. The disadvantages of taking the Company private are considered limited.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure document concerning the share consolidation
Decision-Making BodyThe Company's Board of Directors (resolved to submit the proposal to an extraordinary general meeting of shareholders)
Decision Date29 July 2026
Implementation Date29 September 2026 (scheduled; effective date of the share consolidation)
Period CoveredThe period following the effective date of 29 September 2026 during which the share consolidation remains effective
AmountTender offer price: ¥11,501 per share; purchase price for treasury shares: ¥8,058 per share before the share consolidation; proceeds from the sale of fractional shares: equivalent to ¥11,501 per share
Quantity / scale747,603 shares consolidated into 1 share; total number of authorized shares on the effective date: 40 shares; 236,560 treasury shares scheduled to be cancelled as of 28 September 2026; total number of issued shares after the cancellation: 8,733,440 shares
Impact on Business PerformanceThe consideration for the purchase of treasury shares is expected to be funded by financing provided by the tender offeror, and the reduction in the Company's funds is not expected to adversely affect the conduct of its business. The disadvantages of taking the Company private are considered limited.
ReasonFollowing the tender offer by KINDEN CORPORATION, to make the tender offeror and Mitsubishi Electric the Company's only shareholders and ultimately make the Company a wholly owned subsidiary of KINDEN CORPORATION.
Governing RuleArticles 180, 182-2, paragraph 1, 234, paragraph 2, and 235 of the Companies Act; Article 33-9 of the Regulation for Enforcement of the Companies Act; Articles 447, paragraph 1, and 448, paragraph 1, of the Companies Act; and the provisions of the Corporation Tax Act concerning the exclusion of deemed dividends from taxable income
Related previous disclosures“Notice Regarding the Issuance of an Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by KINDEN CORPORATION,” dated 25 May 2026; “Notice Regarding the Results of the Tender Offer for the Company's Shares by KINDEN CORPORATION and Changes in Major Shareholders and Other Affiliated Companies,” dated 7 July 2026; and “Notice Regarding the Revision of the Dividend Forecast for the Fiscal Year Ending March 2027 (No Dividend),” dated 25 May 2026
Future plansAn extraordinary general meeting of shareholders is scheduled to be held on 25 August 2026. Subject to approval, 236,560 treasury shares are scheduled to be cancelled on 28 September 2026, the share consolidation is scheduled to take effect on 29 September 2026, and the Company is scheduled to be delisted on 25 September 2026. The Company plans to apply to the court for permission to sell the fractional shares between early and mid-October 2026, sell them to KINDEN CORPORATION around mid-October, and distribute the sale proceeds to shareholders around late December.

The reasons the company gives

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

Following the tender offer by KINDEN CORPORATION, to make the Company its wholly owned subsidiary and take the Company private.

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Statutory Prior Disclosure Document (Reverse Stock Split) | The Kodensha,Co.,Ltd. (1948) timely disclosure | Komori