- Upcoming Schedule regarding the Company Shares
Q1. What will happen to the Company shares that I currently hold?
A1. The Company shares are currently listed on the Prime Market of the Tokyo Stock Exchange; however, they are scheduled to be delisted on 28 September 2026, which is two business days prior to the effective date of the share consolidation. The Company shares may continue to be traded as usual on the Tokyo Stock Exchange until 25 September 2026. Following the delisting, as a result of the share consolidation, the shares held by shareholders other than the Allottee are expected to become fractional shares representing less than one share. The Company plans to acquire such fractional shares, subject to court approval and in accordance with the procedures prescribed under the Companies Act and other applicable laws and regulations.
Q2. As of what date will shares be eligible for purchase, and at what price will they be purchased?
A2. Subject to the Company obtaining court approval as planned, the Company intends to pay shareholders whose holdings of the Company shares are recorded in the final shareholder register of the Company as of 29 September 2026 a cash amount calculated at ¥500 per share based on the number of shares held by each such shareholder.
Q3. When will the cash consideration for fractional shares be paid?
A3. The Company expects to pay shareholders the cash consideration at or around the time indicated under 'Payment of the proceeds from the disposal of fractional shares resulting from the share consolidation' in the principal schedule above.
Q4. How will shareholders receive the cash consideration? Are shareholders required to take any action or complete any procedures?
A4. Around late October to early November 2026, the Company plans to send eligible shareholders (please see A2.) a document tentatively titled "Confirmation of the Method for Receiving Proceeds from the Disposal of Fractional Shares Following the Share Consolidation".
After reviewing the document, shareholders will be asked to choose one of the following payment methods:
- (1) Bank transfer to an account designated by the shareholder
Please specify the account to which payment should be made by completing and returning the enclosed "Designation Form for Bank Transfer of Proceeds from the Disposal of Fractional Shares".
- (2) Receipt of cash at a Japan Post Bank branch or other designated location
Please bring the “Receipt for Proceeds from the Disposal of Fractional Shares” (to be sent at a later date) and any other required documents to a Japan Post Bank branch or other.*
Further details will be provided in the above-mentioned document, tentatively titled "Confirmation of Method for Receiving Proceeds from the Disposal of Fractional Shares Following the Share Consolidation".
*Please note that if no payment method is designated, or if a shareholder who currently receives dividends through a securities company account under the proportional allocation method does not complete the procedure described in (1) above, payment will be made in cash through a Japan Post Bank branch or other designated location as described in (2).
Q5. Will shareholders incur any fees or other charges when receiving the cash consideration?
A5. Regardless of the payment method selected, shareholders will not incur any fees or other charges when receiving the cash consideration.
Q6. What are "fractional shares"?
A6. Fractional shares are shares representing less than one whole share. On 30 September 2026, the Company will carry out a share consolidation at a ratio of 122,222,222 shares to one share. Consequently, the shares held by shareholders other than the Allottee are expected to become fractional shares representing less than one share.
Q7. Can I continue to hold my shares as fractional shares?
A7. Under the provisions of the Companies Act, shareholders cannot continue to hold fractional shares. The Company will acquire such fractional shares and pay the corresponding cash consideration to the relevant shareholders.
- Tax Matters
Q8. What are the tax implications for individual shareholders who receive the cash consideration?
A8. If the difference between the cash consideration and the acquisition cost of your shares results in a capital gain, a tax return will generally be required. The Company respectfully requests that shareholders consult their local tax office or a qualified tax professional directly regarding any questions concerning their individual tax circumstances or the procedures for filing a tax return.
Q9. I am an individual shareholder. Can any gain or loss arising from the receipt of the cash consideration be offset against gains or losses from other listed shares?
A9. The receipt of the cash consideration will be treated as a” transfer of unlisted shares” for tax purposes.
Shareholders who wish to offset gains or losses from this transaction against gains or losses arising from other listed shares are advised to consider selling their Company shares by the final trading day on the Tokyo Stock Exchange (currently scheduled to be 25 September 2026).
Please note that gains or losses arising from the "transfer of unlisted shares" cannot be offset against capital gains or losses, interest income, or dividend income from listed shares, bonds, or similar securities. In addition, any capital losses arising from such transfers are not eligible to be carried forward and deducted for the subsequent three years.
Furthermore, please also note that even if your shares are currently held in a specified account for tax-reporting purposes (tokutei-koza) or a NISA account, the cash consideration will be paid only after the shares have been withdrawn from such account following the delisting of the Company shares. Accordingly, the transaction will not be treated as a transfer conducted within a specified account or a NISA account.
Q10. If I need to determine the acquisition cost of my shares for tax filing purposes, what should I do?
A10. As the Company does not have information regarding the acquisition cost, acquisition date or other details relating to shareholders' holdings of Company shares, please contact your securities company for confirmation.
For information as to "how to proceed if the acquisition cost is unknown" and on "methods of confirming the acquisition cost", please refer to the National Tax Agency website below. Should you require further clarification, we kindly ask that you consult your local tax office or a qualified tax professional.
Q11. What are the tax implications for individual shareholders who reside outside Japan?
A11. If you are a non-resident individual without a permanent establishment in Japan, Japanese income tax will generally not be imposed, although the tax treatment may vary depending on the tax laws of Japan and your country of residence, as well as any applicable tax treaty between the two countries.
For the final determination and detailed guidance, shareholders are kindly requested to consult a tax adviser in your country of residence, a Japanese tax professional, and/or the consultation services of the National Tax Agency of Japan.
Q12. What are the tax implications for corporate shareholders receiving the cash consideration?
A12. As the tax treatment applicable to corporate shareholders may vary depending on their individual circumstances, corporate shareholders are requested to consult their local tax office or a qualified tax adviser.