Nihon Chouzai shareholders approve consolidation, delisting from Tokyo Stock Exchange

Nihon Chouzai Co., Ltd. announced its extraordinary general meeting of shareholders approved a share consolidation, the abolishment of provisions for the number of shares constituting one share unit, and partial amendments to its articles of incorporation. The share consolidation will occur at a ratio of 5,840,000 shares to one, reducing the total issued shares from 29,922,091 to 5. This action will lead to the delisting of Nihon Chouzai's common shares from the Tokyo Stock Exchange Prime Market on December 19, 2025, with trading ceasing after December 18, 2025.

Fractional shares resulting from the consolidation will be sold to the Tender Offeror, with shareholders receiving cash at 3,927 yen per share, equivalent to the Tender Offer Price. These measures are part of a broader transaction to make the Tender Offeror and MP the sole shareholders and delist the company.

The partial amendments to the articles of incorporation, effective December 23, 2025, contingent on the share consolidation, include reducing the total number of authorized shares to 20 and removing articles related to share units, record dates for general meetings, and electronic provision of shareholder meeting materials. These provisions will no longer be necessary after the company's delisting and change in shareholder structure.