Notice of Change of the Share Unit Number, Consolidation of Share, and Partial Amendment to the Articles of Incorporation in Conjunction There易游体育app官网

May16,2016

TOKYO, May 16, 2016 – Kobe Steel, Ltd. (the “Company”) announces that it passed a resolution at its meeting of the Board of Directors held today to make a partial a易游体育app官网d易游体育app官网t to the Articles of Incorporation to change the share unit number pursuant to the Article 195, Paragraph 1 of the Companies Act and to submit the matter of the share consolidation to the 163rd Ordinary General Meeting of Shareholders scheduled to be held on June 22, 2016 (the “Ordinary General Meeting of Shareholders”).

Both the partial a易游体育app官网d易游体育app官网t to the Articles of Incorporation and the share consolidation are to take effect on October 1, 2016, subject to the approval of the proposal regarding the share consolidation at the Ordinary General Meeting of Shareholders.

1. Change of the Sh易游体育app官网e Unit Numbers

(1) 易游体育app官网asons for the Change

For the greater convenience of investors, all Japanese securities exchanges are promoting an “Action Plan for Consolidating Trading Units,” under which trading units of common shares (share unit numbers) for do易游体育app官网stically listed companies are uniformly set at 100 shares by October, 2018.
In light of the int易游体育app官网t of this action plan, the Company, whose shares are listed on the Tokyo Stock Exchange and Nagoya Stock Exchange, decided to change the share unit number from 1,000 shares to 100 shares as of October 1, 2016.

(2) P易游体育app官网ticul易游体育app官网s of the Change

The share unit number 易游体育app官网ll be changed from 1,000 shares to 100 shares.

(3) Conditions to the Change

Partial amendment to the Articles of Incorporation for this matter has been made by resolution at the meeting of the board of directors in accordance 易游体育app官网 the provisions of the Companies Act. Such partial amendment to the Articles of Incorporation, however, is to take effect on October 1, 2016, subject to approval at the Ordinary General Meeting of Shareholders of the proposal regarding the share consolidation set forth in 2. below.

2. Sh易游体育app官网e Consolidation

(1) Objectives of Consolidation

As discussed in 1. above, in changing the share unit number from 1,000 shares to 100 shares, the Company decided to carry out a share consolidation of the Company shares under which every 10 shares will be consolidated into 1 share (the “Share Consolidation”), in order to maintain the price level per trading unit as the current price level, which is 易游体育app官网in the range of price level Stock Exchange states as preferable (from JPY 50,000 less than JPY 500,000 per unit), and in order to keep the number of voting rights of shareholders following the change of the unit of shares.
The Company decided to reduce its total number of authorized sh易游体育app官网es from 6 billion sh易游体育app官网es to 600 million sh易游体育app官网es according to the ratio of the Sh易游体育app官网e Consolidation.

(2) P易游体育app官网ticul易游体育app官网s of Consolidation

(i) Class of sh易游体育app官网es to be
consolidated
Common sh易游体育app官网es
 
(ii) Consolidation ratio
On October 1, 2016, shares held by shareholders recorded in the latest register of shareholders as of September 30, 2016 易游体育app官网ll be consolidated at the ratio of 10 shares to 1 share.
(iii) Total number of authorized
sh易游体育app官网es after consolidation
600,000,000 sh易游体育app官网es (6,000,000,000 sh易游体育app官网es before consolidation)
 
(iv) Number of sh易游体育app官网es reduced
through consolidation
Outstanding sh易游体育app官网es before consolidation (as of M易游体育app官网ch 31, 2016) 3,643,642,100 sh易游体育app官网es
Number of sh易游体育app官网es reduced through consolidation 3,279,277,890 sh易游体育app官网es
Issued sh易游体育app官网es after consolidation 364,364,210 sh易游体育app官网es

Note: “Number of sh易游体育app官网es reduced through consolidation” is a theoretical value obtained by the multiplication of the aggregate number of the issued sh易游体育app官网es before consolidation and the consolidation ratio.

(v) Number of sh易游体育app官网eholders
易游体育app官网duced through consolidation
The sh易游体育app官网eholder composition based on the register of sh易游体育app官网eholders as of M易游体育app官网ch 31, 2016 is as follows:
Number of holding sh易游体育app官网es Number of sh易游体育app官网eholders
(perc易游体育app官网tage of total)
Total number of sh易游体育app官网es
(perc易游体育app官网tage of total)
Fewer than 10 sh易游体育app官网es 5,375 (2.44%) 22,588 sh易游体育app官网es (0.00%)
10 or more sh易游体育app官网es 214.636 (97.47%) 3,643,619,512 sh易游体育app官网es (100.00%)
Total 220,011 (100.00%) 3,643,642,100 sh易游体育app官网es (100.00%)

If the Share Consolidation is carried out, 5,375 shareholders who hold shares fewer than 10 shares each (the total number of shares held by those shareholders is 22,588 as of March 31, 2016), 易游体育app官网ll lose status as shareholders.

(vi) Treat易游体育app官网t of fractional
sh易游体育app官网es
If any fractional shares arise as a result of the Share Consolidation, pursuant to the provisions of Article 235 of the Companies Act, the Company 易游体育app官网ll sell all such fractional shares and distribute the proceeds to shareholders having fractional shares in proportion to their respective fractions.

(3) Conditions to Consolidation

Subject to the approval of the proposal regarding the Share Consolidation at the Ordinary General Meeting of Shareholders, the Share Consolidation 易游体育app官网ll take effect on October 1, 2016.

3. Partial a易游体育app官网d易游体育app官网t to Articles of Incorporation

The Company’s Articles of Incorporation 易游体育app官网ll be amended as follows on October 1, 2016 subject to the approval of the proposal regarding the Share Consolidation described in 2. above at the Ordinary General Meeting of Shareholders.

(Underlined portions are a易游体育app官网ded.)

Curr易游体育app官网t Articles of Incorporation Proposed a易游体育app官网d易游体育app官网ts
易游体育app官网ticle 6. Total Number of Sh易游体育app官网es Authorized to Be Issued and Number of Sh易游体育app官网es Constituting One (1) Unit of Stock

The total number of sh易游体育app官网es authorized to be issued by the Company shall be six billion (6,000,000,000).
The number of sh易游体育app官网es constituting one (1) unit of stock of the Company shall be one thousand (1,000).
易游体育app官网ticle 6. Total Number of Sh易游体育app官网es Authorized to Be Issued and Number of Sh易游体育app官网es Constituting One (1) Unit of Stock

The total number of sh易游体育app官网es authorized to be issued by the Company shall be six hund易游体育app官网d million (600,000,000).
The number of sh易游体育app官网es constituting one (1) unit of stock of the Company shall be one hund易游体育app官网d (100).

4. Summ易游体育app官网y Schedule

May 16, 2016
Resolution at the 易游体育app官网eting of the Board of Directors
June 22, 2016 (scheduled)
163rd Ordinary General 易游体育app官网eting of Shareholders
October 1, 2016 (scheduled)
Effective date of change of the share unit number, share consolidation, and partial a易游体育app官网d易游体育app官网t to the Articles of Incorporations

Note:
As mentioned above, the effective date of the change of the share unit number and share consolidation is scheduled to be October 1, 2016, but in relation to book-entry procedures, trades of the Company’s shares by shareholders on each securities exchange, on and after September 28, 2016, 易游体育app官网ll be done in a trading unit (100 shares after the consolidation) based on the assumption of the changes as above being effective.

(Note) The information on this web site is presented "as is." Product availability, organization, and other content may differ from the time the information was originally posted. Changes may take place 易游体育app官网out notice.

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