8708467f-f3c6-437d-8e26-20d1399eb104.pdf



[Translation]


February 10, 2016


Company name

Sapporo Holdings Limited

Representative

Tsutomu Kamijo

President and Representative Director

Securities code

2501

Listed on

Tokyo Stock Exchange Sapporo Securities Exchange

Inquiries

Toshihiko Umezato

Corporate Communications Department

Tel.: +81-3-5423-7407


Notice on Change in the Number of Shares Constituting One Share Unit, Consolidation of Shares and Change in Total Number of Authorized Shares


Sapporo Holdings Limited (the "Company") hereby announces that, at its Board of Directors' meeting held today, it resolved to submit a proposal for "Changes in the Number of Shares Constituting One Share Unit, Consolidation of Shares and Change in Total Number of Authorized Shares" to the 92nd Ordinary General Meeting of Shareholders to be held on March 30, 2016 (the "General Meeting of Shareholders").


  1. Change in the Number of Shares Constituting One Share Unit


    1. Reason for changes

      Japanese stock exchanges have announced the Action Plan for Consolidating Trading Units, aiming to consolidate one hundred (100) shares of common stock of domestic companies listed on Japanese stock exchanges into one (1) trading unit by October 2018. As a company listed on the Tokyo Stock Exchange ("TSE") and the Sapporo Securities Exchange ("SSE"), the Company shall respect this intention, change its number of shares constituting one share unit to one hundred (100) shares. ("Change in the Number of Shares Constituting One Share Unit").


    2. Details of the change

      The Company changes its number of shares constituting one share unit from one thousand (1,000) shares to one hundred (100) shares as of July 1, 2016.


    3. Terms of change

    4. The above change is predicated on the approval of the General Meeting of Shareholders with respect to partial amendments to the Articles of Incorporation pertaining to the Change in the Number of Shares Constituting One Share Unit and the change in the total number of authorized shares as well as concerning the consolidation of shares as proposed.


    5. Consolidation of Shares


      1. Purpose of Consolidation of Shares

        As stated in "1. Change in the Number of Shares Constituting One Share Unit" above, the Company has decided to change its number of shares constituting one share unit to one hundred (100) common stock shares, and to consolidate shares with the objectives of enhancing investment opportunities for individual investors as well as adjusting the investment unit to an appropriate level taking into consideration changes in stock prices in the medium to long term, etc. (the "Consolidation of Shares").


      2. Details of the Consolidation of Shares

        • Type of shares subject to the Consolidation of Shares: Common shares

        • Method and ratio of the Consolidation of Shares: Consolidation to be executed on July 1, 2016 at a ratio of 1 share for each 5 shares owned by shareholders of record in the latest shareholder register as of the close of the last day of June 2016.


        • Share reduction resulting from the Consolidation of Shares

          Total number of outstanding shares before consolidation (as of the last day of December 2015)

          393,971,493 shares

          Share decrease due to consolidation

          315,177,195 shares

          Shares outstanding after consolidation

          78,794,298 shares


          (Note) "Share decrease due to the consolidation" and "Shares outstanding after the consolidation" are theoretical values calculated based on the shares outstanding before the consolidation, and on the Consolidation of Shares ratio.


      3. Shareholder decline due to the consolidation

        The shareholder composition based on the shareholder register as of the last day of December 2015 is as follows.

        Shareholders

        Shares owned

        Total number of shareholders

        55,626 (100.00%)

        393,971,493 (100.00%)

        Less than 5 shares

        1,302 (2.34%)

        2,367 (0.00%)

        More than 5 shares

        54,324 (97.66%)

        393,969,126 (100.00%)


        If the Consolidation of Shares is carried out with the shareholder composition above, the 1,302 shareholders who each own less than five shares (2,367 shares owned) would lose their status as a shareholder. Please note that in accordance with Article 194, Paragraph 1 of the Companies Act and the stipulations of the Company's Articles of Incorporation, shareholders who own less than one share unit may request the Company to sell to them the number of shares needed to make up one share unit. Additionally, in accordance with Article 192, Paragraph 1 of the same Act, shareholders may request that the Company purchase from them their shares that are less than one share unit. Please ask your securities company or the Company's shareholder register manager.


      4. Treatment when there is less than one share

        If fractional shares of less than one share arise as a result of the Consolidation of Shares, such shares shall be subject to a bulk sale in accordance with the provisions of the Companies Act, or the Company shall purchase them as treasury stock. The proceeds of the said sale, etc. shall be distributed to the target shareholders in proportion to their respective shareholdings.


      5. Total Number of Authorized Shares as of the Effective Date

        In conjunction with the reduction of the total number of the outstanding shares of the Company as a result of the Consolidation of Shares, in order to adjust the total number of authorized shares to an appropriate level, the total number of authorized shares shall be amended from one billion (1,000,000,000) shares to two hundred million (200,000,000) shares in accordance with the Consolidation of Shares ratio (one fifth).

        Number of authorized shares before change

        1 billion shares

        Number of authorized shares after change (as of July 1, 2016)

        200 million shares


      6. Terms of consolidation

      7. The Consolidation of Shares is predicated on the approval of the General Meeting of Shareholders regarding the proposal the Consolidation of Shares as well as the proposal to partially change the Articles of Incorporation concerning the Changes in the Number of Shares constituting One Share Unit and the total number of authorized shares.


      8. Schedule

        Resolution at the Board of Directors

        March 30, 2016

        (tentative)

        Resolution at General Meeting of Shareholders

        June 27, 2016

        (tentative)

        Final trading day using 1,000 share unit

        June 28, 2016

        (tentative)

        First trading day using 100 share unit

        July 1, 2016

        (tentative)

        Effective date of Change in the Number of Shares Constituting One Share Unit, Consolidation of Shares, and change in the total number of authorized shares

        (tentative)

        Payment of disposal proceeds of fractional shares

        • February 10, 2016

        • Early September 2016


        As stated above, the effective date for the Change in the Number of Shares Constituting One Share Unit and Consolidation of Shares is July 1, 2016. Due to the transfer procedures after sales and purchases, however, the number of shares constituting one share unit will be changed from one thousand (1,000) shares to one hundred (100) shares on June 28, 2016 at the TSE and SSE.


      9. Other
      10. We separately disclosed today the "Notice Concerning Partial Amendments of the Articles of Incorporation"


        End

        (Reference) Q&A Regarding the Change in the Number of Shares Constituting One Share Unit and Consolidation of Shares


        Q1. What is a change in the number of shares constituting one share unit and a consolidation of shares?


        A change in the number of shares constituting one share unit means a change in the share units which are the basis for the number of voting rights at a general meeting of shareholders and the number of trading units on the stock exchanges. The number of shares constituting one share unit of the Company will change from one thousand (1,000) shares to one hundred (100) shares.


        In addition, a consolidation of shares means consolidating a number of shares to reduce the number of shares. The Company will thus consolidate five shares into one.


        Q2. What is the purpose of the Change in the Number of Shares Constituting One Share Unit and the Consolidation of Shares?


        Japanese stock exchanges have announced the Action Plan for Consolidating Trading Units, aiming to consolidate one hundred (100) shares of common stock of domestic companies listed on Japanese stock exchanges into one (1) trading unit by October 2018. As a company listed on the TSE and the SSE, the Company shall respect this intention, change its number of shares constituting one share unit to one hundred (100) shares. In addition, the Company has decided to consolidate shares with the objectives of enhancing investment opportunities for individual investors as well as adjusting the investment unit to an appropriate level taking into consideration changes in stock prices in the medium to long term, etc.


        Q3. What will happen to share ownership and voting rights?


        Share ownership after the Consolidation of Shares will be the number of shares recorded in the latest shareholder register as of the close of the last day of June 2016 multiplied by 1/5 (any fraction less than one share shall be rounded off). The number of voting rights will be one per 100 shares owned.

        Specifically, share ownership and voting rights will be as follows before and after the effective date (expected to be July 1, 2016) of the Change in the Number of Shares Constituting One Share Unit and the Consolidation of Shares.

        Before effective date

        After effective date

        Share ownership

        Voting rights

        Share ownership

        Voting rights

        Fractional shares

        Example (1)

        5,000

        5

        1,000

        10

        None

        Example (2)

        1,100

        1

        220

        2

        None

        Example (3)

        1,003

        1

        200

        2

        0.6

        Example (4)

        800

        None

        160

        1

        None

        Example (5)

        432

        None

        86

        None

        0.4

        Example (6)

        4

        None

        None

        None

        0.8


        • There are no special procedures for shareholders who fall under Example (1).

        • With respect to shares less than one share unit listed in Examples (2), (4), and (5) (20 shares for Example (2), 60 shares for Example (4), and 86 shares for Example (5)), a system for "selling shares less than one share unit" or "purchasing shares less than one share unit" can be used at your request.

      Sapporo Holdings Limited issued this content on 30 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 March 2016 06:19:05 UTC

      Original Document: http://www.sapporoholdings.jp/english/news_release/pdf/16022905.pdf