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Statutory disclosure document4464SOFT99corporationMaterials and Chemicals

Statutory Prior Disclosure Document (Share Consolidation)

The company plans to consolidate 215,951 shares into 1 share and purchase the fractional shares of shareholders other than the remaining shareholders, thereby taking the company private. The effective date is 21 December 2026, subject to approval at an Extraordinary General Meeting of Shareholders.

Worth reading
85Important
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
215951
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors (meeting held on 11 September 2026) and Extraordinary General Meeting of Shareholders (scheduled)

Prior disclosure matters concerning the share consolidation (the share consolidation)

Decision11 September 2026 (date of Board of Directors' resolution)
Period CoveredFrom the effective date of 21 December 2026 until completion of the fractional-share settlement and going-private procedures
ImplementationScheduled to take effect on Monday, 21 December 2026 (subject to approval at the Extraordinary General Meeting of Shareholders)
Going forwardExtraordinary General Meeting of Shareholders scheduled for 26 November 2026; delisting scheduled for 17 December 2026; treasury shares scheduled for cancellation on 18 December 2026; share consolidation scheduled to take effect on 21 December 2026; application to the court for permission to purchase the fractional shares scheduled for early January 2027; purchase of the fractional shares targeted for early February 2027; payment of the fractional-share settlement amount to shareholders targeted for late March 2027
Amount¥4,100 per share (expected amount payable for fractional shares)
Quantity / scaleConsolidation of 215,951 shares into 1 share; total number of authorized shares on the effective date: 400; shares owned by shareholders expected to agree to the transaction: 15,763,701, representing 73.00%; 679,544 treasury shares scheduled for cancellation on 18 December 2026
Reason

To make the remaining shareholders the only shareholders of the company and take the company private. To enable flexible decision-making without being constrained by short-term market valuations and swiftly implement measures to enhance corporate value.

Impact on Business Performance

The purchase price for the fractional shares is expected to be paid from cash and deposits on hand, with no external borrowing or adjustment to the distributable amount expected to be necessary. The company stated that upfront investments associated with going private could temporarily reduce profitability and worsen cash flow.

Decision and Details
ItemDetails
Matter CoveredPrior disclosure matters concerning the share consolidation (the share consolidation)
Decision-Making BodyBoard of Directors (meeting held on 11 September 2026) and Extraordinary General Meeting of Shareholders (scheduled)
Decision Date11 September 2026 (date of Board of Directors' resolution)
Implementation DateScheduled to take effect on Monday, 21 December 2026 (subject to approval at the Extraordinary General Meeting of Shareholders)
Period CoveredFrom the effective date of 21 December 2026 until completion of the fractional-share settlement and going-private procedures
Amount¥4,100 per share (expected amount payable for fractional shares)
Quantity / scaleConsolidation of 215,951 shares into 1 share; total number of authorized shares on the effective date: 400; shares owned by shareholders expected to agree to the transaction: 15,763,701, representing 73.00%; 679,544 treasury shares scheduled for cancellation on 18 December 2026
Impact on Business PerformanceThe purchase price for the fractional shares is expected to be paid from cash and deposits on hand, with no external borrowing or adjustment to the distributable amount expected to be necessary. The company stated that upfront investments associated with going private could temporarily reduce profitability and worsen cash flow.
ReasonTo make the remaining shareholders the only shareholders of the company and take the company private. To enable flexible decision-making without being constrained by short-term market valuations and swiftly implement measures to enhance corporate value.
Governing RuleArticle 182-2, paragraph 1; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2; Articles 234, paragraphs 2 and 4; and Article 235 of the Companies Act
Related previous disclosuresNotice dated 11 September 2026 regarding the share consolidation, abolition of the provisions concerning the number of shares constituting one unit, partial amendments to the Articles of Incorporation, and setting of the record date for convening an Extraordinary General Meeting of Shareholders; statement of opinion regarding the tender offer dated 17 February 2026; notice dated 25 September 2025 regarding the statement of opinion opposing the tender offer for the company’s shares by ECM Master Fund SPV 3
Future plansExtraordinary General Meeting of Shareholders scheduled for 26 November 2026; delisting scheduled for 17 December 2026; treasury shares scheduled for cancellation on 18 December 2026; share consolidation scheduled to take effect on 21 December 2026; application to the court for permission to purchase the fractional shares scheduled for early January 2027; purchase of the fractional shares targeted for early February 2027; payment of the fractional-share settlement amount to shareholders targeted for late March 2027

The reasons the company gives

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

To make the remaining shareholders the only shareholders of the company and take the company private. Going private will enable flexible decision-making without being constrained by short-term evaluations from the stock market, allowing the company to swiftly improve the competitiveness of its existing businesses, expand into growth areas, and strengthen its investment and development and production capabilities.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Prior Disclosure Document (Share Consolidation) | SOFT99corporation (4464) timely disclosure | Komori