Notice Regarding the Partial Conversion of Class A Preferred Shares into Common Shares, the Partial Acquisition for Cash Consideration and Cancellation of Class A Preferred Shares, and the Scheduled Change in Major Shareholders
TOP CULTURE Co.,Ltd., the filing company; 株式会社ＤａＩ, the party exercising the acquisition request right; and Development Bank of Japan Inc.
Class A preferred shares
The Class A preferred shares have reached the stage at which they have fulfilled their original role as a means of raising funds, and the company will transition to a capital structure that will improve capital efficiency while securing the stability of its financial base.
The impact on profit or loss for the current fiscal year is expected to be immaterial. The total acquisition price for the 12,000 Class A preferred shares is ¥1,230,707,040, funded from other capital surplus.
Current period
The impact of this matter on profit or loss for the current fiscal year is expected to be immaterial.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
株式会社ＤａＩ: 0 voting rights (0 shares), 0.00% (as of 30 April 2026)
株式会社ＤａＩ: 17,581 voting rights (1,758,152 shares), 10.12%, ranked fourth among major shareholders (scheduled for 31 August 2026)
All Class A preferred shares will be cancelled, eliminating the preferred dividend burden and enabling the company to implement more flexible capital policies going forward, including growth investment and shareholder returns.
| Item | Details |
|---|---|
| Event name | Notice Regarding the Partial Conversion of Class A Preferred Shares into Common Shares, the Partial Acquisition for Cash Consideration and Cancellation of Class A Preferred Shares, and the Scheduled Change in Major Shareholders |
| Date of occurrence | 31 August 2026 (scheduled) |
| Date recognized / date notice received | 25 August 2026 (notice received from the Class A preferred shareholder of its intention to exercise its acquisition request right) |
| Subject Entity | TOP CULTURE Co.,Ltd., the filing company; 株式会社ＤａＩ, the party exercising the acquisition request right; and Development Bank of Japan Inc. |
| Target Locations / Products | Class A preferred shares |
| Cause | The Class A preferred shares have reached the stage at which they have fulfilled their original role as a means of raising funds, and the company will transition to a capital structure that will improve capital efficiency while securing the stability of its financial base. |
| Amount of Impact on Business Performance | The impact on profit or loss for the current fiscal year is expected to be immaterial. The total acquisition price for the 12,000 Class A preferred shares is ¥1,230,707,040, funded from other capital surplus. |
| Accounting period in which recognized | Current period |
| Impact on Earnings Forecast | The impact of this matter on profit or loss for the current fiscal year is expected to be immaterial. |
| Voting rights ownership percentage before the change | 株式会社ＤａＩ: 0 voting rights (0 shares), 0.00% (as of 30 April 2026) |
| Voting rights ownership percentage after the change | 株式会社ＤａＩ: 17,581 voting rights (1,758,152 shares), 10.12%, ranked fourth among major shareholders (scheduled for 31 August 2026) |
| Outlook | All Class A preferred shares will be cancelled, eliminating the preferred dividend burden and enabling the company to implement more flexible capital policies going forward, including growth investment and shareholder returns. |
Items this document does not state (13)
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.The purpose is to eliminate the future preferred dividend burden on the Class A preferred shares, while converting a portion of them into common shares to maintain approximately ¥300 million in equity, thereby enhancing the stability of the financial base, capital efficiency, and the flexibility of capital policies, including growth investment and shareholder returns.