Mazda Motor Corporation (hereinafter the “Company”) hereby announces that at its Board of Directors meeting on February 5, 2014 it resolved to submit a proposal for the consolidation of shares (at a rate of one share for every five shares), a change in the number of shares per share unit (from 1,000 shares to 100 shares), and a change in the total number of shares that may be issued (from 6 billion shares to 1.2 billion shares) to the Company’s 148th ordinary general meeting of shareholders to be held in June 2014 as described below. A resolution regarding the submission of these matters, including the partial revision of the Articles of Incorporation, to the ordinary general meeting of shareholders, is to be submitted at the Board of Directors meeting in May 2014.
1. Consolidation of Shares
(1) Purpose of consolidation
Under their “Action Plan for the Consolidation of Share Trading Units,” Japan’s stock exchanges, including the Tokyo Stock Exchange, seek to standardize the stock trading units of listed domestic corporations at 100 shares. As a listed corporation, the Company respects the purport of this plan and will change its shares per share unit to 100 shares. The Company will also consolidate five shares into one share in order to achieve an investment unit deemed desirable by Japan’s stock exchanges (50,000 yen or more and less than 500,000 yen) after the change in the share unit.
Through the consolidation of shares, the Company would also like to make its total number of outstanding shares more appropriate relative to its market capitalization in comparison with other corporations in the same industry or of approximately the same size listed on the Tokyo Stock Exchange (first section).
(2) Details of consolidation
(i) Class of stock to be consolidated: Common stock
(ii) Consolidation plan and ratio: Consolidates every five shares to one share on Friday, August 1, 2014 by the number of shares held by shareholders listed in the Register of Shareholders as of the end of the day on Thursday, July 31, 2014
(iii) Decrease in number of shares due to consolidation Number of outstanding shares before consolidation (as of September 30, 2013) 2,999,377,399
Decrease in number of shares after consolidation 2,399,501,920
Number of outstanding shares after consolidation 599,875,479
Note: “Decrease in number of shares after consolidation” and “Number of outstanding shares after consolidation” are theoretical values calculated based on the number of outstanding shares before consolidation and the consolidation ratio.
