Notice of Change in the Number of Shares Constituting One Unit of Shares, Share Consolidation, and Partial Amendment of Articles of Incorporation

Transcription

1 May 9, 2017 DOWA HOLDINGS CO., LTD. Notice of Change in the Number of Shares Constituting One Unit of Shares, Share Consolidation, and Partial Amendment of Articles of Incorporation DOWA HOLDINGS CO., LTD. (the Company ) hereby announces that the Company resolved at the board of directorsʼ meeting held on May 9, 2017 to change the number of shares constituting one unit of shares and partially revise the Articles of Incorporation, and to discuss share consolidation at the 114 th ordinary general meeting of shareholders scheduled to be held in June 2017 (the Ordinary General Meeting of Shareholders ). The specific details of the agenda items for the Ordinary General Meeting of Shareholders, including those related to the above matters, will be decided at the board of directorsʼ meeting to be held in mid-may. 1. Change in the number of shares constituting one unit of shares (1) Reasons for change Japanese securities exchanges are promoting the Action Plan for Consolidating Trading Units to uniformly set the trading units of common shares (the number of shares in one unit of shares) of domestically listed companies at 100 shares for the purpose of increasing the convenience of investors and other market participants. In light of the intent of this action plan, the Company decided to change the number of shares in a unit of shares to 100 shares. (2) Details of change The number of shares constituting one unit of shares will be changed from 1,000 shares to 100 shares. (3) Conditions to change The partial amendment of the Articles of Incorporation required for the change to be made is effected by the resolution of the board of directorsʼ meeting in accordance with the provisions of the Companies Act. Such partial amendment of the Articles of Incorporation, however, is subject to the approval for the proposal for the share consolidation specified in section 2 below at the Ordinary General Meeting of Shareholders and will subsequently take effect on October 1,

2 2. Share consolidation (1) Purpose of consolidation In connection with the change in the number of shares per unit of shares from 1,000 shares to 100 shares as described in section 1 above, the Company has decided to implement the consolidation of its shares, in which every five shares will be consolidated into one share (the Share Consolidation ), taking into consideration the investment unit level considered desirable by the securities exchanges (50,000 yen or more and less than 500,000 yen) after the change in the number of shares per unit. The total number of authorized shares will be changed from the current one billion shares to 200 million shares according to the ratio of the Share Consolidation. (2) Details of consolidation i. Class of shares to be consolidated: common shares ii. Consolidation ratio: On October 1, 2017, the shares held by shareholders recorded in the latest share register as of September 30, 2017 will be consolidated at the ratio of five shares to one share. iii. Total number of authorized shares after the Share Consolidation: 200,000,000 shares (1,000,000,000 shares before the Share Consolidation) The provision of the Articles of Incorporation specifying the total number of authorized shares will be deemed to have been amended in accordance with the above on the effective date of the Share Consolidation (October 1, 2017). iv. Number of shares reduced through the Share Consolidation Number of shares outstanding before the Share Consolidation (as of March 31, 2017) 309,946,031 Number of shares reduced through the Share Consolidation 247,956,825 Number of shares outstanding after the Share Consolidation 61,989,206 v. Number of shareholders reduced through the Share Consolidation The shareholder composition based on the share register as of March 31, 2017 is as follows: 2

3 Number of shareholders (percentage of total) Total number of shares held (percentage of total) Total number of shareholders Fewer than 5 shares (1 to 4 shares) 11,026 (100.00%) 309,946,031 shares (100.00%) 394 (3.57%) 655 shares (0.00%) 5 or more shares 10,632 (96.43%) 309,945,376 shares (100.00%) Upon the completion of the Share Consolidation, the 394 shareholders who hold fewer than five shares each (the total number of shares held by those shareholders is 655 as of March 31, 2017) will lose their status as shareholders. vi. Treatment of fractional shares The Company will sell all of the fractional shares resulting from the Share Consolidation, if any, and distribute the proceeds to shareholders with such fractional shares in proportion to their respective portions. (3) Conditions for the Share Consolidation The Share Consolidation will take effect on October 1, 2017, on the condition that the proposal for the Share Consolidation is approved at the Ordinary General Meeting of Shareholders. 3. Partial Amendment of the Articles of Incorporation The Articles of Incorporation of the Company will be amended as specified below on October 1, 2017 on the condition that the proposal for the Share Consolidation specified in section 2 above is approved at the Ordinary General Meeting of Shareholders. (The underlined parts indicate the changes.) Current Articles of Incorporation Chapter II Shares Article 6: The total number of shares authorized to be issued by the Company shall be one billion (1,000,000,000) shares. Article 7: The number of shares constituting one unit of shares of the Company shall be one thousand (1,000) shares. Articles 8 through 10 (omitted) Amended Articles of Incorporation Chapter II Shares Article 6. The total number of shares authorized to be issued by the Company shall be two hundred million (200,000,000) shares. Article 7: The number of shares constituting one unit of shares of the Company shall be one hundred (100) shares. Articles 8 through 10 (no change) 3

4 4. Summary of schedule May 9, 2017: Meeting of the Board of Directors Mid-May 2017 (scheduled): Meeting of the Board of Directors (resolution to convene a general meeting of shareholders) June 2017 (scheduled): 114 th Ordinary General Meeting of Shareholders October 1, 2017 (scheduled): Effective date of change in the number of shares in a unit of shares, share consolidation, and the partial amendment of the Articles of Incorporation Note: As stated above, the effective date of the change in the number of shares in a unit of shares and the Share Consolidation is scheduled to be October 1, 2017; however, trading of the Companyʼs shares by its shareholders on each securities exchange on and after September 28, 2017 will be performed in a trading unit (100 shares after the Share Consolidation), assuming that the above changes are effective for the reason of book-entry transfer procedures. Attached materials Reference: Q&A concerning the change in the number of shares per unit of shares and Share Consolidation 4

5 (Reference) Q&A Concerning the Change in the number of shares per Unit of Shares and Share Consolidation Q1. What is the purpose of the change in the number of shares in a unit of shares and the Share Consolidation? A1. Japanese securities exchanges are promoting the Action Plan for Consolidating Trading Units to uniformly set the trading units of common shares (the number of shares in one unit of shares) of domestically listed companies at 100 shares for the purpose of increasing the convenience of investors and other market participants. In light of the intent of this action plan, the Company decided to change the number of shares in a unit of shares from 1,000 to 100. In connection with the change in the number of shares per unit of shares from 1,000 to 100, the Company has decided to implement the consolidation of its shares, in which every five shares will be consolidated into one share, taking into consideration the investment unit level considered desirable for the Companyʼs shares by the securities exchanges (50,000 yen or more and less than 500,000 yen). Q2. What is the specific schedule going forward? A2. The summary (planned) schedule for the change in the number of shares in a unit of shares and share consolidation is as follows: Mid-May 2017: Meeting of the Board of Directors (resolution to convene a general meeting of shareholders) June 2017: Ordinary General Meeting of Shareholders September 27, 2017*: Change in the trading unit of the Companyʼs shares to 100 shares October 1, 2017*: Effective date of the change in the number of shares in a unit of shares and the Share Consolidation Early November 2017*: Notice of share consolidation allotment sent to shareholders Mid-December 2017*: Beginning of payment of proceeds from sale of fractional shares * The schedule when the proposal for the Share Consolidation is approved at the Ordinary General Meeting of Shareholders to be held in June Q3. Will the Share Consolidation have any impact on the asset value of the Company? A3. While the Share Consolidation will reduce the number of shares held by shareholders to one-fifth of the original number, the Companyʼs assets and capital will remain unchanged after the Share Consolidation, so the asset value per share will increase five times. Accordingly, aside from changes in the share market and other factors, there will be no impact on the asset value of the Companyʼs shares held by its shareholders. The stock price after the Share Consolidation will also be, in theory, five times the price 5

6 before the Share Consolidation. Q4. How will the number of shares and voting rights be affected? A4. The number of shares held by each shareholder after the Share Consolidation will be the number of shares derived by multiplying the number of shares recorded in the latest share register as of September 30, 2017 by one-fifth (if there is any fraction less than one share, rounded down to the nearest whole share). The number of voting rights will be one for each 100 shares held after the Share Consolidation. Specifically, the numbers of shares held and the numbers of voting rights before and after the effective date (scheduled to be October 1, 2017) of the change in the number of shares in a unit of shares and the Share Consolidation are as follows: Before the effective date Total number of shares held The numbers of voting rights Case 1 2,000 shares 2 unit Case 2 1,500 shares 1 unit Case 3 1,030 shares 1 unit Case shares None Case 5 4 shares None After the effective date Total number of shares held The numbers of voting rights The number of fractional shares Case shares 4 unit None Case shares 3 unit None Case shares 2 unit None Case shares 1 unit 0.4 shares Case 5 None None 0.8 shares Stockholders corresponding to Case 1 or Case 2 will not need to undertake any particular procedures. Stockholders holding the odd-lot shares in Case 3 (six shares) or Case 4 (55 shares) are eligible for the conventional odd-lot share sale program or additional purchase program at their request. In Case 4 and Case 5, the Company will sell all fractional shares that arise (0.4 share in Case 4 and 0.8 share in Case 5) and pay the proceeds to shareholders whose shares have become 6

7 fractions of shares in proportion to their respective portions. The information on the amount paid by the Company and the procedure is scheduled to be distributed in December In Case 5, the shareholders will cease to hold shares after the Share Consolidation and will lose their status as shareholders. We would greatly appreciate your understanding. Q5. Are there any procedures that shareholders must undertake? A5. No special procedures are necessary. Q6. Is there any way to ensure that there are no fractional shares? A6. Shareholders may avoid having fractional shares by requesting the additional purchase or sale of shares constituting less than one unit of shares prior to the effective date of the Share Consolidation. Requests for the additional purchase or sale of shares in less than one unit of shares are accepted at the shareholdersʼ securities dealers. Shareholders who do not have an account with a securities dealer should make inquiries with the administrator of the share register specified at the end of this document. Q7. Will you accept the purchase or sale of odd-lot shares even after the Share Consolidation? A7. The same as prior to the effective date of the Share Consolidation, shareholders holding odd-lot shares that cannot be traded in the market are still eligible for the odd-lot share sale program or additional purchase program. For information on specific procedures, eligible shareholders should contact their securities dealer or the Companyʼs administrator of the share register specified at the end of this document. Q8. Will the dividends received by shareholders be affected by the reduction in the number of shares held as a result of the Share Consolidation? A8. While the Share Consolidation will reduce the number of shares held by shareholders to one-fifth of the original number, the Company will determine the amount of dividend per share in light of the ratio of consolidation, and thus the total amount of dividends received by shareholders will not be affected by the Share Consolidation unless there is an impact of a decline in the Companyʼs financial performance or other factors. Dividends will not be paid, however, on any fraction of a share resulting from the Share Consolidation. 7

8 [Contact for inquiries] Please contact your securities dealer or the following administrator of the share register with any questions about the change in the number of shares in a unit of shares or the Share Consolidation. Securities Agency Department, Sumitomo Mitsui Trust Bank, Limited Marunouchi, Chiyoda-ku, Tokyo Phone: (toll free) Business hours: 9:00 a.m. to 5:00 p.m. on weekdays, except public holidays 8