Announcement of Reduction of the Amount of Share Capital
Announcement of Reduction of the Amount of Share Capital
SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that at the meeting of the Board of Directors held today, it has resolved to submit a proposal to the 17th Annual General Meeting of Shareholders to be held on November 25, 2022, to reduce the amount of share capital as described below.
1. Purpose of Reduction of the Amount of Share Capital
At the 14th, 15th and 16th Annual General Meeting of Shareholders, it resolved to reduce the amount of share capital for the purpose of ensuring the flexibility of future capital policy.
This reduction in the amount of share capital will also be made for the purpose of continuing to ensure the flexibility of capital policy.
Specifically, pursuant to the provisions of Article 447, Paragraph 1 of the Companies Act, the entire amount of reduction in share capital will be reclassified to other capital surplus.
This transaction will be resulted in the reclassification between share capital and other capital surplus, so there is no change in the amount of net assets. In addition, since the total number of issued shares will not be changed, this reduction will not affect the number of shares held by shareholders or the amount of net assets per share.
2. Procedures for Reduction of the Amount of Share Capital
a) Amount of Share Capital after the Reduction
Due to the execution of this reduction in the amount of share capital, the amount of share capital after the reduction will be ¥10,000,000 by reducing \67,693,500 out of \77,693,500.
If the share acquisition rights issued by SHIFT are exercised by effective date for the capital reduction, the amount of share capital and the amount of share capital after the reduction will change.
b) Method of Reducing the Amount of Share Capital
The total number of issued shares will not be changed, and the entire amount of the share capital to be reduced will be reclassified to other capital surplus.
3. Schedule for Reduction of the Amount of Share Capital
| (1) Resolution at the meeting of Board of Directors | October 14, 2022 |
| (2) Annual General Meeting of Shareholders | November 25, 2022 (scheduled) |
| (3) Final date for stating creditor objection | January 9, 2023 (scheduled) |
| (4) Effective date for the capital reduction | January 10, 2023 (scheduled) |
4. Future Outlook
This will be resulted in the reclassification between share capital and other capital surplus. Therefore, there will be no change in the amount of net assets, and the impact on operational results will be immaterial.
This matter is subject to approval at the 17th Annual General Meeting of Shareholders to be held on November 25, 2022.