Showa Denko (SDK) (Tokyo: 4004) decided at its Board of Directors’ meeting today to prescribe a record date for an extraordinary general shareholders’ meeting scheduled for September 29, 2022 in accordance with Article 124 of the Companies Act (hereinafter “Extraordinary Shareholders’ Meeting”), as follows:
1. Record Date to be prescribed for convocation of Extraordinary Shareholders’ Meeting
1) Record Date: June 30, 2022 (Thursday)
2) Date of public notice concerning prescription of Record Date: June 15, 2022 (Wednesday)
3) Method of public notice: An electronic public notice will be given on SDK’s website at: https://www.sdk.co.jp/
4) Persons entitled to exercise rights as of Record Date and content of the rights:
The shareholders that have been entered or recorded in the final shareholder register as of the Record Date will be entitled to exercise their voting rights at Extraordinary Shareholders’ Meeting to be held in September 2022.
2. Convocation of Extraordinary Shareholders’ Meeting and matters to be referred
Date and hour of Extraordinary Shareholders’ Meeting, matters to be referred, etc. will be decided at a Board of Directors’ meeting in August 2022. Announcement will be made as soon as the decisions are made.
3. Background of Extraordinary Shareholders’ Meeting
As announced in our news release of March 9, 2022 entitled “Showa Denko Group Starts to Consider Transformation into Holding Company Structure,” SDK is considering ways to transform itself into a holding company structure. Specifically, we are considering a company split in which Showa Denko Materials Co., Ltd. (hereinafter “SDMC”) will succeed to entire businesses of SDK. SDMC is a wholly-owned subsidiary of HC Holdings K.K. (hereinafter “HCHD”), in which SDK holds 100% of voting rights.
Furthermore, we are considering a merger between HCHD and SDMC, as well as a company split in which SDK succeeds to part of SDMC’s assets and liabilities.
Extraordinary Shareholders’ Meeting will be convened to discuss relevant amendments to Articles of Incorporation. Details will be announced later as soon as they are finalized.
– June 30 2022 – Record Date for Extraordinary Shareholders’ Meeting concerning transformation into a holding company structure
– August 2022 (planned) – Board of Directors’ meeting concerning the transformation
– September 2022 (planned) – Extraordinary Shareholders’ Meeting concerning the transformation
– January 2023 (planned) – Implementation of the transformation
About Showa Denko K.K.
Showa Denko K.K. (SDK; TSE:4004, ADR:SHWDY) is a major manufacturer of chemical products serving from heavy industry to computers and electronics. The Petrochemicals Sector provides cracker products such as ethylene and propylene, the Chemicals Sector provides industrial, high-performance and high-purity gases and chemicals for semicon and other industries, the Inorganics Sector provides ceramic products, such as alumina, abrasives, refractory/graphite electrodes and fine carbon products. The Aluminum Sector provides aluminum materials and high-value-added fabricated aluminum, the Electronics Sector provides HD media, compound semiconductors such as ultra high bright LEDs, and rare earth magnetic alloys, and the Advanced Battery Materials Department (ABM) provides lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.