May 09, 2017
To whom it may concern:
Company name:OSAKA SODA CO, LTD.

Securities code:

4046 First Section, Tokyo Stock Exchange

Representative:

Tamotsu Sato
Representative Director, Chief Executive Officer

For inquiry:

Takuya Kajino
General Manager, Administration Division
Tel: +81-(0)6-6110-1560

Changes in the Number of Shares per Share Unit, Share Consolidation,
and Partial Amendment to the Articles of Incorporation
We are pleased to announce that the Board of Directors of OSAKA SODA CO, LTD. (RepresentativeDirector, Chief Executive Officer: Tamotsu Sato) adopted a resolution to change in the number ofshares per share unit, to amend part of its Articles of Incorporation, and submit a proposal for theshare consolidation to the 162nd Ordinary Meeting of Shareholders to be held on June 29, 2017 (“theOrdinary Meeting of Shareholders”) as stated below.
Based on the “Action Plan for Consolidating Trading Units”, the Japanese Stock Exchange seeks tostandardize the trading units for common shares issued by all listed domestic corporation at 100
shares by October 1, 2018. As a corporation listed on the Tokyo Stock Exchange, we respects thepurport of this plan and will change its number of shares per share unit from 1,000 shares to 100shares. We also implement the share consolidation at the ratio of 5 to 1 in order to maintain theappropriate level of trading unit considering the volatility of share price in the mid-and long term.
1.

Change of the number of shares in share unit

(1) Reason for change
To comply with the “Action Plan for Consolidating Trading Units” as stated above(2) Details of change
The number of shares per share unit will be changed from 1,000 shares to 100 shares.
(3) Effective dateOctober 1, 2017(4) Conditions
The change in the number of shares per share unit is subject to approval of the proposal
concerning the “2. Share Consolidation” in the following section at the Ordinary Meeting ofShareholders.

2.

Share consolidation(1) Details of share consolidation(ⅰ) Class of shares: Common shares(ⅱ) Ratio of consolidation
On October 1, 2017, the shares held by shareholders recorded in the latest register ofshareholders as of September 30, 2017 will be consolidated at the ratio of five (5) to one (1)share.
(ⅲ) Reduction of the number of shares
Number of outstanding shares prior to share consolidation (as of111,773,837 shares

March 31,2017)
Number of shares reduced by share consolidation

89,419,070 shares

Number of outstanding shares after share consolidation

22,354,767 shares

Note: Those numbers above are theoretical value on the basis of the number ofoutstanding shares and the share consolidation ratio prior to share consolidation.
(ⅳ) Total number of authorized shares on the effective date
Total number of authorized shares prior to the effective date

300,000,000 shares

Total number of authorized shares after the effective date

60,000,000 shares(2) Number of shareholders reduced by share consolidation
Following is the shareholding structure listed in the register of shareholders as of March 31,2017.
Number of(%)

Number ofshareholders
Total(%)

shares held

5,450

(100.00%)

111,773,837 shares(100.00%)

Less than 5348

(6.39%)

513 shares(0.00%)

5 or more

5,102(93.61%)

111,773,324 shares(100.00%)

Shareholders should note that, upon completion of share consolidation based on the above
shareholding structure, 348 shareholders who hold less than 5 shares (the total number ofshares held by those shareholders is 513) will lose their status as shareholders and will beentitled to use the buyback or additional purchase program of fractional unit shares prior toshare consolidation. Please contact your servicing securities companies or our company’s
shareholders register administrator regarding this procedures.
(3) Fractional unit shares
We sell all fractional unit shares arising from the implementation of stock consolidation inaccordance with Companies Act and distribute the proceeds to shareholders who hold lessthan one full share according to the proportion of fractional unit shares that they own.

(4) The 5th Unsecured Convertible Bond Type Bonds with Stock Acquisition Rights
Conversion price

Conversion pricebefore adjustment

after adjustment¥457.80¥2,289OSAKA SODA CO., LTD.
The 5th Unsecured Convertible Bond Type
Bonds with Stock Acquisition Rights(Redemption request right before maturity
and Subject to a Limited Inter-Bond Pari
Passu Clause)(5) Conditions
The proposed share consolidation is subject to the approval at the Ordinary Meeting ofShareholders.
3.

Amendments of articles of incorporation(1) Reason for change
The board of directors resolves a partial amendment of the Articles of Incorporation according
to “1. Change of the number of shares in share unit” and “2. Share consolidation” above. This is
to be executed without the approval at the Ordinary Meeting of Shareholders pursuant to clause
2, Article 182 and clause 1, Article 195 of the Companies Act.
(2) Details of amendments
Current Articles of Incorporation

Proposed amendments

Article 5 (Total Number of Authorized Shares)

Article 5 (Total Number of Authorized Shares)

The total number of shares, which theThe total number of shares, which theCompany has authority to issue, shall beCompany has authority to issue, shall bethree hundred million (300,000,000).

sixty million (60,000,000).

Article 7 (Unit of Shares)

Article 7 (Unit of Shares)

One thousand (1,000) shares of theOne hundred (100) shares of the Company

Company shall constitute one (1) unit.

shall constitute one (1) unit.

(Newly established)

Supplementary Provisions
The amendment of Article 5 and Article 6
shall take effect on October 10, 2017. This
Supplementary Provision shall be deleted asof the effective date of the amendment ofArticle 5 and Article 6.

(3) Conditions
The amendment of articles of incorporation is subject to the approval of the proposal
concerning the “2. Share Consolidation” at Ordinary Meeting of Shareholders and takes effecton October 1, 2017.
4.

Schedule
Resolution at the Board of Directors Meeting

May 9, 2017

Resolution at the Ordinary Meeting of Shareholders

June 29, 2017 (scheduled)

Effective date of change in the number of shares per share

October 1, 2017 (scheduled)unit, share consolidation
Effective date of partial amendment of Articles ofOctober 1, 2017 (scheduled)

Incorporation(Note) In spite of the above, the change of share trading unit from 1,000 shares to 100 shareson the Tokyo Stock Exchange will be become on September 27, 2017 due to thepractical transfer procedures after stock trading.

Q&A:

Change in the Number of Shares per Share Unit and Share Consolidation

Q1.

What is a change in the share unit number? What is a share consolidationt?

A1.

A share consolidation is a corporate action in which a company reduces the number ofshares it has outstanding by a set multiple. We execute the share consolidation 1-for-5.

Q2.

What is the purpose of the change in the share unit number and share consolidation?

A2.

For the greater convenience of investors and other market participants, all Japanese stock
exchanges are promoting the “Action Plan for Consolidating Trading Units”, under which
the listed companies are encouraged to uniformly set their trading units of common shares(share unit number) at 100 shares. In light of the intent of this action plan, we decided tochange the share unit number from 1,000 share to 100 shares as of October 1, 2017.

Q3.

How will the number of shares and voting rights of shareholders be affected?

A3.

The number of shares held after the share consolidation will be the number of obtained bymultiplying the number of shares recorded in the latest shareholder register as of the endof September 2017 by one-fifth (rounded down to the nearest whole share).
The number of voting rights will be one (1) per 100 shares held after the shareconsolidation.
The details are as follows.
Before effective date

After effective date

Number of

Number of

Number of

Number ofFractional

shares held

voting rights

shares held

voting rights

sharesExample 1

1,652

1330

30.4

Example 2

1,00012002None

Example 3566

None

113

10.2

Example 4497

None99None

0.4

Example 54

None

None

None0.8

We sell all fractional unit shares arising from the implementation of share consolidation anddistribute the proceeds to shareholders who hold less than one full share according to theproportion of fractional unit shares that they own.
The shareholders will be entitled to use the buyback or additional purchase program offractional unit shares prior to share consolidation. Please contact your servicing securities
companies or our company’s shareholders register administrator regarding thisprocedures.
Shareholders should note that, upon completion of share consolidation, the shareholders
who hold less than 5 shares will lose their status as shareholders.

Q4.

A share consolidation reduces the number of shares held. Will it affect the value of ourinvestment?

A4.

Our company’s assets and capital remain unchanged upon completion of the shareconsolidation aside from change of market conditions and other reasons. Although thenumber of shares held by shareholders will be one-for-five, a share consolidation does notchange the total value of shareholder’s investments and every five pre-consolidation
shares held by shareholders will result in the receipt of one post-consolidation share, which
will be priced five times higher than the net asset value of pre-consolidation shares.

Q5.

Will a share consolidation affect the dividend to be received?

A5.

Although the number of shares held by shareholders will be one-for-five upon completionof the share consolidation, our company maintains the dividend at the same proportionate
per share level following the share consolidation, so that the shareholder’s total cash
dividend amount for our company’s shares would be the same. However, the stockholders
did not receive fractional shares in connection with share consolidation.
The interim dividend for fiscal 2017 will be implemented on the basis of pre-consolidation
shares.

Q6.

What should I do with the shares of OSAKA SODA CO., LTD. that I currently own?

A6.

No special procedures is required. As we noted above Q3, the shareholders who hold lessthan 5 shares will lose their status as shareholders. However, we sell all fractional unit
shares arising from the implementation of share consolidation and distribute the proceeds
to the shareholders who hold less than one full share according to the proportion of
fractional unit shares.

Q7.

Will the shareholders be entitled to use the buyback or additional purchase program offractional unit shares after the share consolidation?

A7.

The shareholders who hold fractional unit shares will be entitled to use the buyback oradditional purchase program of fractional unit shares even after the share consolidation.

Q8.

What is the schedule going forward?

A8.

The following is the schedule for the change in the number of shares per share unit and theshare consolidation.
May 9, 2017

Resolution at the Board of Directors Meeting

June 29, 2017

Resolution at the Ordinary Meeting of Shareholders

September 26, 2017

Final day of trading by 1,000 share unit

September 27, 2017

First day of trading by 100 share unit

October 1, 2017

Effective date of the change in the number of shares per
share unit and the share consolidation

Late October, 2017

Selling the fractional shares on the market or acquiring fromthe market

Mid-November, 2017

Share consolidation allotment notices sent to shareholders

Early December, 2017

Distribute the proceeds back to shareholders received fromthe sales of fractional shares

For further information contact
If you have any questions regarding the change in the share unit number and the shareconsolidation, please contact your securities companies or the following administrator ofshareholder register.
Administrator of shareholder register

Mitsubishi UFJ Trust and Banking Corporation

Contact information

6-3 Fushimicho 3-chome, Chuo-ku, Osaka 541-8502
Osaka Securities Agency Division
Mitsubishi UFJ Trust and Banking Corporation
Toll Free: 0120-094-777 (Only for domestic)
Weekdays: 9:00a.m. – 5:00p.m.
Weekends and Holidays: Closed.