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