Worth reading
68In focus
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
474183951
Common shares (予定)Wording
Conditional
How definitive the wording is.Decision and Details
Board of Directors of Kyushu Electric Power Company,IncorporatedEstablishment of キューデンホールディングス株式会社 through a sole-share transfer by Kyushu Electric Power Company,Incorporated
Decision26 March 2026
Period CoveredFrom the date of establishment of the holding company. The first fiscal year will run from the date of establishment through 31 March 2027.
Implementation1 October 2026 (予定. May be changed by resolution of the Board of Directors)
Going forwardAn Annual General Meeting of Shareholders and a class meeting of ordinary shareholders will be held on 25 June 2026 to seek approval of this plan and related matters. Following approval and the necessary regulatory authorizations, the holding company is scheduled to be established on 1 October 2026, with its common shares scheduled for listing on the Tokyo Stock Exchange Prime Market and the Fukuoka Stock Exchange. Treasury shares are scheduled to be cancelled before the effective date.
AmountCapital at the time of establishment of the holding company: ¥237,304,863,699; capital surplus: ¥59,326,215,925; earned reserve: ¥0. Annual remuneration and other compensation for directors for the first fiscal year: ¥350 million or less; annual remuneration and other compensation for directors who are Audit and Supervisory Committee members: ¥80 million or less.
Quantity / scale474,183,951 common shares and 2,000 Class B preferred shares are scheduled to be issued. The share transfer ratio is 1:1 for both common shares and Class B preferred shares. The number of shares per unit is 100 common shares and 1 Class B preferred share. The total number of authorized shares is 1 billion, including 2,000 Class B preferred shares. The maximum number of points per covered period for directors is 270,000 points.
Reason
Because the shareholder structure will not change as a result of the sole-share transfer, the foremost consideration was to avoid disadvantage or confusion for shareholders. The capital and reserves were deemed appropriate in light of the holding company's objectives, scale and capital policy.
Impact on Business Performance
No impact on financial results has been disclosed
| Item | Details |
|---|---|
| Matter Covered | Establishment of キューデンホールディングス株式会社 through a sole-share transfer by Kyushu Electric Power Company,Incorporated |
| Decision-Making Body | Board of Directors of Kyushu Electric Power Company,Incorporated |
| Decision Date | 26 March 2026 |
| Implementation Date | 1 October 2026 (予定. May be changed by resolution of the Board of Directors) |
| Period Covered | From the date of establishment of the holding company. The first fiscal year will run from the date of establishment through 31 March 2027. |
| Amount | Capital at the time of establishment of the holding company: ¥237,304,863,699; capital surplus: ¥59,326,215,925; earned reserve: ¥0. Annual remuneration and other compensation for directors for the first fiscal year: ¥350 million or less; annual remuneration and other compensation for directors who are Audit and Supervisory Committee members: ¥80 million or less. |
| Quantity / scale | 474,183,951 common shares and 2,000 Class B preferred shares are scheduled to be issued. The share transfer ratio is 1:1 for both common shares and Class B preferred shares. The number of shares per unit is 100 common shares and 1 Class B preferred share. The total number of authorized shares is 1 billion, including 2,000 Class B preferred shares. The maximum number of points per covered period for directors is 270,000 points. |
| Impact on Business Performance | No impact on financial results has been disclosed |
| Reason | Because the shareholder structure will not change as a result of the sole-share transfer, the foremost consideration was to avoid disadvantage or confusion for shareholders. The capital and reserves were deemed appropriate in light of the holding company's objectives, scale and capital policy. |
| Governing Rule | Article 803, paragraph 1, item 3 of the Companies Act; Article 206 of the Ordinance for Enforcement of the Companies Act; Article 806, paragraph 1 of the Companies Act; and other provisions of the Companies Act set out in the share transfer plan and the Articles of Incorporation. |
| Related previous disclosures | The performance-linked share compensation plan approved at Kyushu Electric Power Company,Incorporated's 94th and 97th Annual General Meetings of Shareholders, and the Share Delivery Trust Agreement dated 22 August 2018 (no title stated). |
| Future plans | An Annual General Meeting of Shareholders and a class meeting of ordinary shareholders will be held on 25 June 2026 to seek approval of this plan and related matters. Following approval and the necessary regulatory authorizations, the holding company is scheduled to be established on 1 October 2026, with its common shares scheduled for listing on the Tokyo Stock Exchange Prime Market and the Fukuoka Stock Exchange. Treasury shares are scheduled to be cancelled before the effective date. |
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The plan establishes a single wholly owning parent company through a sole-share transfer, with no change in the shareholder structure before or after the transfer. Accordingly, the foremost consideration was to avoid disadvantage or confusion for shareholders.
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