Decision and Details
Board of Directors (held on 27 October 2026) and extraordinary shareholders meeting (scheduled for 27 November 2026)Advance disclosure matters concerning the share consolidation
To eliminate shareholders other than the tender offerors and the remaining shareholders and take the Company's shares private. As the tender offerors were unable to acquire all of the shares through the tender offer.
| Item | Details |
|---|---|
| Matter Covered | Advance disclosure matters concerning the share consolidation |
| Decision-Making Body | Board of Directors (held on 27 October 2026) and extraordinary shareholders meeting (scheduled for 27 November 2026) |
| Decision Date | 27 October 2026 (Board of Directors resolution) |
| Implementation Date | 4 January 2027 (scheduled effective date) |
| Amount | The proceeds from the sale of fractional shares are expected to equal the number of shares held as of 3 January 2027 multiplied by ¥2,270 per share. |
| Quantity / scale | Consolidation of 726,050 shares into 1 share; 73 total authorized shares as of the effective date; 992,448 treasury shares scheduled for cancellation on 30 December 2026 |
| Reason | To eliminate shareholders other than the tender offerors and the remaining shareholders and take the Company's shares private. As the tender offerors were unable to acquire all of the shares through the tender offer. |
| Governing Rule | Articles 180, 182-2, paragraph 1, 234, paragraph 2, and 235 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act |
| Related previous disclosures | 3 August 2026: “Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares”; 15 September 2026: “(Change) Notice Regarding Partial Changes to the ‘Notice Regarding the Implementation of an MBO and Recommendation to Tender Shares’”; 6 October 2026: “Notice Regarding the Results of the Tender Offer for the Company's Shares by 株式会社 Amsterdam1 and 株式会社 Amsterdam2 and Changes in Major Shareholders, the Largest Shareholder Among the Major Shareholders, and Other Affiliated Companies” |
| Future plans | Extraordinary shareholders meeting scheduled for 27 November 2026; delisting scheduled for 29 December 2026; treasury shares scheduled for cancellation on 30 December 2026; share consolidation scheduled to take effect on 4 January 2027; application for court approval targeted for mid-January 2027, sale of fractional shares targeted for mid-February 2027, and payment of the sale proceeds to shareholders targeted for mid-April 2027 |
Items this document does not state (2)
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.To eliminate shareholders other than the tender offerors and the remaining shareholders and take the Company's shares private. As the tender offerors were unable to acquire all of the shares through the tender offer, the share consolidation will be carried out as part of the transaction.