May 16, 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 amendment 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 amendment 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 domestically listed companies are uniformly set at 100 shares by October, 2018.
In light of the intent 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 will 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 with 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 within 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 shares from 6 billion shares to 600 million shares according to the ratio of the Share Consolidation.
| Outstanding shares before consolidation (as of March 31, 2016) | 3,643,642,100 shares |
|---|---|
| Number of shares reduced through consolidation | 3,279,277,890 shares |
| Issued shares after consolidation | 364,364,210 shares |
Note: “Number of shares reduced through consolidation” is a theoretical value obtained by the multiplication of the aggregate number of the issued shares before consolidation and the consolidation ratio.
| Number of holding shares | Number of shareholders (percentage of total) |
Total number of shares (percentage of total) |
|---|---|---|
| Fewer than 10 shares | 5,375 (2.44%) | 22,588 shares (0.00%) |
| 10 or more shares | 214.636 (97.47%) | 3,643,619,512 shares (100.00%) |
| Total | 220,011 (100.00%) | 3,643,642,100 shares (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), will 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 will take effect on October 1, 2016.
The Company’s Articles of Incorporation will 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 amended.)
| Current Articles of Incorporation | Proposed amendments |
|---|---|
| Article 6. Total Number of Shares Authorized to Be Issued and Number of Shares Constituting One (1) Unit of Stock The total number of shares authorized to be issued by the Company shall be six billion (6,000,000,000). The number of shares constituting one (1) unit of stock of the Company shall be one thousand (1,000). |
Article 6. Total Number of Shares Authorized to Be Issued and Number of Shares Constituting One (1) Unit of Stock The total number of shares authorized to be issued by the Company shall be six hundred million (600,000,000). The number of shares constituting one (1) unit of stock of the Company shall be one hundred (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, will be done in a trading unit (100 shares after the consolidation) based on the assumption of the changes as above being effective.
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