Announcement Concerning Partial Changes in the Articles of IncorporationMay 8, 2008
SOFTBANK CORP. (hereinafter “SOFTBANK” announces that its board of directors passed a resolution today to submit a request for approval of “Partial Changes in the Articles of Incorporation” to the 28th Annual General Meeting of Shareholders of SOFTBANK scheduled to be held on June 25, 2008.
1) Purpose of the changes
Tokyo Stock Exchange Group, Inc. publicized the “Development of the listing system for Voting Class Shares” in April, 2008 and it plans to establish rules for listing class shares including non-voting preferred stock targeting July this year. In order to respond to such a new system, SOFTBANK will submit a request for approval of partial changes in the Articles of Incorporation to the 28th Annual General Meeting of Shareholders of SOFTBANK scheduled to be held on June 25, 2008 aiming to enable issuance of non-voting preferred stock.
2) Reasons for the changes
The changes in the Articles of Incorporation will be able to allow gratis allotment to shareholders without changing the current structure of voting right ownership and provide investment opportunities to new investors by enabling issuance of new class shares (class 1 preferred stock, hereinafter “the preferred stock”). For that, SOFTBANK determined to submit a request for approval concerning the change in the class of shares that SOFTBANK is able to issue under Article 5 of the current Articles of Incorporation and concerning the new establishment of Chapter 2-2 (Class 1 Preferred Stock) of the current Articles of Incorporation to the Annual General Meeting of Shareholders, which is to be held on June 25, 2008.
While preferences of investors are diversifying, the preferred stock will be able to provide options in investment opportunities depending on their preferences. Investors who prioritize dividends will be able to opt for the preferred stock and those investors who prioritize voting rights will be able to opt for common stock. Thus SOFTBANK believes that the changes will be able to cultivate new investment opportunities and will contribute to further development of the securities market in Japan. Therefore in the case of actual issuance, SOFTBANK shall first provide gratis allotment of preferred stock to its existing shareholders of common stock so that the existing shareholders will be given an opportunity of choice.
In the future, the preferred stock will enable SOFTBANK to exercise flexible financing as well as to have more options for acquisition with stock and other activities; while maintaining its shareholder base that sustains its medium-to-long term management decisions based on its core management philosophy and ambitions which are fundamental to its corporate value. SOFTBANK is confident that the introduction of preferred stock will contribute to expanding its corporate value.
The inclusion of the preferred stock in TOPIX (Tokyo Stock Price Index) is considered as a premise from a point of view of liquidity when SOFTBANK studies issuance of the preferred stock.
Date of Annual General Meeting of Shareholders of SOFTBANK deliberating on the changes
|in the Article of Incorporation||June 25, 2008 (Wed)|
|Date of entry into force||June 25, 2008 (Wed)|
4) Content of the changes
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