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Statutory disclosure document5484Tohoku Steel Co.,Ltd.Iron & Steel, Nonferrous Metals

Statutory Advance Disclosure Document (Share Consolidation) (Daido Steel Co.,Ltd.)

To achieve the full acquisition of Tohoku Steel Co.,Ltd. following the tender offer, a proposal to consolidate 631,000 common shares of Tohoku Steel Co.,Ltd. into 1 share will be submitted to an extraordinary shareholders meeting. On the effective date, the authorized number of shares will be set at 44, and minority shareholders are expected to receive an amount equivalent to ¥4,491 per share as proceeds from the sale of fractional shares.

Worth reading
75Important
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
631000
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors of Tohoku Steel Co.,Ltd.; scheduled to be submitted to an extraordinary shareholders meeting

Share consolidation (the share consolidation)

Decision30 July 2026 (Board of Directors resolution)
Period CoveredOn or after 21 October 2026 (on or after the effective date)
Implementation21 October 2026 (Wednesday) (effective date, scheduled)
Going forwardAn extraordinary shareholders meeting is scheduled to be held on 16 September 2026. The Company is scheduled to be delisted on 19 October 2026, cancel 122,241 treasury shares on 20 October, and have the share consolidation take effect on 21 October. The Company plans to apply to the court for permission to sell the fractional shares between late October and early November 2026, sell them to Daido Steel Co.,Ltd. between late November and late December, and distribute the sale proceeds to shareholders between mid-January and late January 2027.
AmountProceeds from the sale of fractional shares: equivalent to ¥4,491 per share of the Company's stock (scheduled)
Quantity / scaleConsolidation of 631,000 shares into 1 share; authorized number of shares as of the effective date: 44 shares; 122,241 treasury shares scheduled to be cancelled on 20 October 2026
Reason

Following the tender offer, to limit the Company's shareholders to the tender offeror and the remaining shareholders referred to herein and make the Company a wholly owned subsidiary of the tender offeror.

Decision and Details
ItemDetails
Matter CoveredShare consolidation (the share consolidation)
Decision-Making BodyBoard of Directors of Tohoku Steel Co.,Ltd.; scheduled to be submitted to an extraordinary shareholders meeting
Decision Date30 July 2026 (Board of Directors resolution)
Implementation Date21 October 2026 (Wednesday) (effective date, scheduled)
Period CoveredOn or after 21 October 2026 (on or after the effective date)
AmountProceeds from the sale of fractional shares: equivalent to ¥4,491 per share of the Company's stock (scheduled)
Quantity / scaleConsolidation of 631,000 shares into 1 share; authorized number of shares as of the effective date: 44 shares; 122,241 treasury shares scheduled to be cancelled on 20 October 2026
ReasonFollowing the tender offer, to limit the Company's shareholders to the tender offeror and the remaining shareholders referred to herein and make the Company a wholly owned subsidiary of the tender offeror.
Governing RuleArticle 182-2, paragraph 1 of the Companies Act; Article 33-9 of the Ordinance for Enforcement of the Companies Act; Article 180, paragraph 2, Article 235 and Article 234, paragraph 2 of the Companies Act
Related previous disclosures15 May 2026, “Notice Regarding Opinion in Favor of and Recommendation to Tender Shares in the Tender Offer for the Company's Shares by Daido Steel Co.,Ltd., an Other Affiliated Company”; 30 June 2026, “Notice Regarding the Results of the Tender Offer for the Company's Shares by Daido Steel Co.,Ltd., an Other Affiliated Company, and Changes in the Parent Company and Other Affiliated Companies”; 15 May 2026, “Notice Regarding Revision of the Dividend Forecast for the Fiscal Year Ending March 2026 (No Dividend)”
Future plansAn extraordinary shareholders meeting is scheduled to be held on 16 September 2026. The Company is scheduled to be delisted on 19 October 2026, cancel 122,241 treasury shares on 20 October, and have the share consolidation take effect on 21 October. The Company plans to apply to the court for permission to sell the fractional shares between late October and early November 2026, sell them to Daido Steel Co.,Ltd. between late November and late December, and distribute the sale proceeds to shareholders between mid-January and late January 2027.
Items this document does not state (1)
Impact 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.

Following the tender offer by Daido Steel Co.,Ltd., to limit the Company's shareholders to the tender offeror and the remaining shareholders referred to herein and make the Company a wholly owned subsidiary of the tender offeror.

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 Advance Disclosure Document (Share Consolidation) (Daido Steel Co.,Ltd.) | Tohoku Steel Co.,Ltd. (5484) timely disclosure | Komori