Notice Regarding Stock Split and Partial Amendment of Articles of Incorporation

IR Information

Tokyo Ohka Kogyo Co., LTD. (the “Company”) hereby announces that its Board of Directors has resolved, at its meeting held on October 6, 2023, to undertake a stock split and a partial amendment to its Articles of Incorporation following the stock split.

  1. Purpose of Stock Split

By undertaking the stock split to lower the price of share-trading units, we intend to make shares more affordable for investors, with a view to improving the liquidity of the Company’s stock and expanding its shareholder base.

  1. Outline of Stock Split

(1)       Method of stock split

The record date of the stock split will be Sunday, December 31, 2023 (since this day falls on a non-business day of the shareholder registry administrator, the substantial record date will be Friday, December 29, 2023) . Each share of common stock owned by a shareholder whose name appears or is recorded in the shareholder registry as of the end of the record date, will be split for 3 shares.

(2)       Increase in the number of shares resulting from stock split

Total number of shares issued before the stock split

42,600,000

Increase in issued shares resulting from the stock split

85,200,000

Total number of shares issued after the stock split

127,800,000

Total number of shares authorized after the stock split

500,000,000

(3)       Schedule

Public notice date of record date:       December 15, 2023(Scheduled)
Record date:                                    December 31, 2023
Effective date:                                 January 1, 2024

  1. Partial Amendment to the Articles of Incorporation following the Stock Split

(1)       Reason for amendment

In conjunction with the stock split, the Company will amend the total number of shares authorized to be issued described in Article 6 of its Articles of Incorporation with an effective date of January 1, 2024, pursuant to the provisions of Article 184, Paragraph 2 of the Companies Act of Japan.

(2)       Details of amendment

The details of the amendment are as follows.

(Amended portions are underlined.)

Current Articles of Incorporation

After amendment

(Total number of shares authorized)

Article 6. The total number of shares authorized by the Company shall be 197,000,000.

(Total number of shares authorized)

Article 6. The total number of shares authorized by the Company shall be 500,000,000.

(3)       Schedule

Date of Board of Directors’ resolution:      October 6, 2023
Effective date:                                        January 1, 2024

  1. Others

(1)       There will be no change in the amount of stated capital as a result of the stock split.

(2)       Dividends

 As the stock split will take effect on January 1, 2024, the year-end dividend for the fiscal year ending December 31, 2023, which has a dividend record date of December 31, 2023, will be paid based on the shares before the stock split.