Komori
Share Issuance and Disposal7490NISSIN SHOJI CO.,LTD.Trading & Wholesale

Notice of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Provisions on the Number of Shares in a Trading Unit, and Partial Amendments to the Articles of Incorporation

As part of the procedures to take the Company private through an MBO, a proposal to consolidate 990,000 common shares into 1 share and reduce the total number of issued shares from 6,676,400 before the consolidation to 6 shares will be submitted to an extraordinary general meeting of shareholders. In addition, the share unit system will be abolished and the Articles of Incorporation will be amended, after which the Company is scheduled to be delisted on 9 October 2026.

Worth reading
27Immaterial
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
990000
Share consolidation into 1 share for every [unspecified number] shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Share Consolidation

発行・処分する株式数

Consolidation of common shares at a ratio of 1 share for every 990,000 shares

発行済株式総数

Not applicable (the share consolidation will not change ownership percentages)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Offering structure
Major shareholders after the offering
The tender offeror and the corporate shareholders that agreed not to tender their shares are expected to be the only major shareholders. However, their post-offering ownership percentages are Not disclosed
Stock Split RatioShare consolidation: 990,000 shares consolidated into 1 share. Effective date: 14 October 2026 (scheduled)
Procedures under the Corporate Code of Conduct
The proposal will be submitted to an extraordinary general meeting of shareholders scheduled for 10 September 2026. A special committee independent of the parties involved in the tender offer was established, and an opinion letter dated 8 May 2026 was obtained. The Company also obtained a share valuation report from an independent third-party valuation institution and advice from a law firm and a financial advisor. All 5 directors without conflicts of interest voted in favor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalShare Consolidation
Number of shares to be issued or disposed ofConsolidation of common shares at a ratio of 1 share for every 990,000 shares
Dilution RateNot applicable (the share consolidation will not change ownership percentages)
Total number of issued shares6,676,400 shares (after the cancellation of 923,600 treasury shares and before the share consolidation takes effect) → 6 shares (after the share consolidation takes effect)(Approx. 99.99991% decrease)
Stock Split RatioShare consolidation: 990,000 shares consolidated into 1 share. Effective date: 14 October 2026 (scheduled)
Procedures under the Corporate Code of ConductThe proposal will be submitted to an extraordinary general meeting of shareholders scheduled for 10 September 2026. A special committee independent of the parties involved in the tender offer was established, and an opinion letter dated 8 May 2026 was obtained. The Company also obtained a share valuation report from an independent third-party valuation institution and advice from a law firm and a financial advisor. All 5 directors without conflicts of interest voted in favor.
Major shareholders after the offeringThe tender offeror and the corporate shareholders that agreed not to tender their shares are expected to be the only major shareholders. However, their post-offering ownership percentages are Not disclosed
Items this document does not state (21)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyBasis 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 financingImpact 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.

To take the Company private through a two-step acquisition following the tender offer by EDIAND Co., Ltd., by implementing a squeeze-out of shareholders other than the tender offeror and the corporate shareholders that agreed not to tender their shares. Since the total number of issued shares will become 6, the share unit system will be abolished, and the Articles of Incorporation will be amended in connection with the delisting.

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Notice of an Extraordinary General Meeting of Shareholders Concerning a Share Consolidation, the Abolition of the Provisions on the Number of Shares in a Trading Unit, and Partial Amendments to the Articles of Incorporation | NISSIN SHOJI CO.,LTD. (7490) timely disclosure | Komori