March 23, 2021

For Immediate Release

Company Name:

TOKYO DOME CORPORATION

Representative:

Tsutomu Nagaoka, President and COO

Code Number:

9681 (Tokyo Stock Exchange, First Section)

Contact person:

Hideo Saji, General Manager of the Public Relations and Investor Relations

Department

Tel: +81-3-3811-2111

Notice Concerning Resolutions Approving Share Consolidation, Abolition of Provisions Concerning Share Unit Number, and Partial Amendments to the Articles of Incorporation

TOKYO DOME CORPORATION (Headquarters: Bunkyo-ku, Tokyo; President and COO: Tsutomu Nagaoka; the " Company " ) submitted a proposal concerning share consolidation and a proposal concerning the abolition of provisions concerning share unit number and partial amendments to the articles of incorporation, at the extraordinary general meeting of shareholders of the Company held today (the "EGM"), as announced in the "Notice Concerning Holding of an Extraordinary General Meeting of Shareholders Concerning Share Consolidation, Abolition of Provisions Concerning Share Unit Number, and Partial Amendments to the Articles of Incorporation " dated February 18, 2021 ( " Press Release of February 18, 2021 " ). The Company announces that all of such proposals were approved and resolved as planned.

As a result, the Company's common stock (the "Company Stock") will fall within the delisting criteria of the Securities Listing Regulations of the Tokyo Stock Exchange, Inc. (the "Tokyo Stock Exchange"). Consequently, the Company Stock is scheduled to be delisted on April 23, 2021 after being designated as a stock to be delisted from this day to April 22, 2021. Please note that the Company Stock will no longer be traded on the Tokyo Stock Exchange after the delisting.

1.

Proposed Agenda No. 1 (Share Consolidation)As announced in the Press Release of February 18, 2021, the Company will consolidate the Company Stock as stated below (the "Share Consolidation").

  • (1) Class of Shares to Be Consolidated

    Common stock

  • (2) Consolidation Ratio

    18,540,575 shares of Company Stock will be consolidated into one share.

  • (3) Total Number of Issued Shares to Be Decreased

    92,702,870 shares

    (Note) The Company adopted a resolution at its board of directors meeting held on February 18, 2021 to cancel 3,154,545 treasury shares of the Company (all the treasury shares owned as of February 10, 2021) to be effective on April 26, 2021. Thus, "Total Number of Issued Shares to Be Decreased" is stated assuming the total number of issued shares after such cancellation.

  • (4) Total Number of Issued Shares before Effective Date 92,702,875 shares

    (Note) The Company adopted a resolution at its board of directors meeting held on February 18, 2021 to cancel 3,154,545 treasury shares of the Company (all the treasury shares owned as of February 10, 2021) to be effective on April 26, 2021. Thus, "Total Number of Issued Shares before Effective Date" is stated assuming the total number of issued shares after such cancellation.

  • (5) Total Number of Issued Shares after Effective Date 5 shares

  • (6) Total Number of Authorized Shares on Effective Date 20 shares

  • (7) Method of Treatment of Fractions Less Than One Share (If Any) and Amount Expected to Be Delivered to Shareholders after Such Treatment

    As a result of the Share Consolidation, the number of Company Stock owned by shareholders other than Mitsui Fudosan Co., Ltd. (the "Tender Offeror") will be a fraction less than one share.

    If the Share Consolidation produces any fraction less than one share, the Company will sell the number of Company Stock equivalent to the total sum of the fractions (in cases where the total sum includes a fraction of less than one, such fraction is rounded off pursuant to Article 235, Paragraph 1 of the Companies Act (Act No. 86 of 2005, as amended; the "Companies Act")) pursuant to Article 235 of the Companies Act and other relevant laws and regulations, and deliver the proceeds of that sale to the shareholders in proportion to the fractions attributed to them. The Company intends to sell the Company Stock to the Tender Offeror in the number corresponding to the total sum of such fractions, with the court's permission pursuant to Article 234, Paragraph 2 of the Companies Act applied mutatis mutandis by Article 235, Paragraph 2 thereof.

    If the court's permission stated above is obtained as planned, the Company intends to set the amount of such sale at a price whereby money in the amount obtained by multiplying the number of Company Stock owned by shareholders by 1,300 yen, the same amount as the purchase price per share of Common Stock in a tender offer for the Company Stock with a tender offer period of November 30, 2020 to January 18, 2021, will be delivered to shareholders.

  • 2. Proposed Agenda No. 2 (Partial Amendments to the Articles of Incorporation)

  • (1) When the Share Consolidation takes effect, then in accordance with Article 182, Paragraph 2 of the Companies Act, the Company's total number of authorized shares will be reduced to 20 shares. To clarify this point, subject to the Share Consolidation taking effect, Article 6 (Total Number of Authorized Shares) of the articles of incorporation will be amended.

  • (2) When the Share Consolidation takes effect, then, the Company's total number of issued shares will be 5 shares, and it will cease to be necessary to specify the share unit number. Accordingly, subject to the Share Consolidation taking effect, in order to abolish the provisions concerning share unit number that currently makes 100 shares the share unit for the Company Stock, the entire text of Article 8 (Share Unit Number), Article 9 (Rights of

Shareholders of Less Than One Share Unit), and Article10 (Demand for Sale of Shares Less Than One Share Unit) of the articles of incorporation will be deleted, and in conjunction with these amendments, the article numbers will be shifted up.

(3) When the Share Consolidation takes effect, then, the Tender Offeror will become the sole shareholder of the Company, and the provisions regarding the record date for the ordinary shareholders' meeting will cease to be necessary. Accordingly, subject to the Share Consolidation taking effect, the entire text of Article 13 (Record Date) of the articles of incorporation will be deleted, and in conjunction with the amendment, the article numbers will be shifted up.

For the details of partial amendment to the articles of incorporation, please see the Press Release of February 18, 2021.

Subject to the Share Consolidation taking effect, the partial amendments to the articles of incorporation will take effect on April 27, 2021, which is the effective date for the Share Consolidation.

3.

Schedule of Share Consolidation

(I) Date of EGM

March 23, 2021(Tuesday)

(II) Designation date as delisted issue

March 23, 2021 (Tuesday) (planned)

(III) Last trading date of Company Stock

April 22, 2021 (Thursday) (planned)

(IV) Delisting date of Company Stock

April 23, 2021 (Friday) (planned)

(V) Effective date of Share Consolidation

April 27, 2021 (Tuesday) (planned)

End.

Attachments

  • Original document
  • Permalink

Disclaimer

Tokyo Dome Corporation published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2021 06:02:03 UTC.