Notice Concerning Reduction of Amount of Share Capital and Legal Capital Surplus and Appropriation of Surplus
ACSL Ltd. (the Company) hereby announces that its Board of Directors resolved at a meeting held on February 25, 2026, to submit to the 14th Ordinary General Meeting of Shareholders scheduled for March 30, 2026, a proposal to reduce share capital and legal capital surplus, and to appropriate surplus. This transaction is a transfer processing between accounts in the net assets section of the balance sheet, and there will be no change in the Company’s net assets and no impact on the Company’s business performance.
1. Purpose of reduction of share capital and legal capital surplus and appropriation of surplus
The purpose of the reduction of share capital and legal capital surplus and the appropriation of surplus is to make up the deficit in retained earnings brought forward that currently exists, to improve the soundness of the Company’s financial position, and to enhance flexibility and agility in the Company’s future capital policy.
Specifically, pursuant to Article 447, Paragraph 1 and Article 448, Paragraph 1 of the Companies Act, the amount of share capital and legal capital surplus will be reduced and transferred to other capital surplus. In addition, pursuant to Article 452 of the Companies Act and subject to the reduction taking effect, the entire amount of other capital surplus after such increase will be transferred to retained earnings brought forward and applied to offset the deficit in retained earnings brought forward.
The reduction of share capital and legal capital surplus constitutes an internal reclassification within the net assets section of the balance sheet and will not change the Company’s total net assets. Since the total number of shares outstanding will not change, it will not affect the number of shares held by shareholders or net assets per share.
2. Details of reduction of share capital and legal capital surplus
(1) Amount of share capital and legal capital surplus to be reduced
Of the Company’s share capital of 1,716,813,167 yen as of February 24, 2026, 1,706,813,167 yen will be reduced, resulting in share capital of 10,000,000 yen. In addition, of the Company’s legal capital surplus of 1,706,813,165 yen as of February 24, 2026, 115,958,154 yen will be reduced, resulting in legal capital surplus of 1,590,855,011 yen.
If any stock acquisition rights issued by the Company are exercised prior to the effective date of the reduction, the amount of share capital and legal capital surplus, and the resulting amounts after the reduction, may change.
(2) Method of reducing share capital and legal capital surplus
The total number of shares issued will not be changed and the entire amount of share capital and legal capital surplus to be reduced will be transferred to other capital surplus.
3. Appropriation of surplus
(1) Item and amount of surplus to be decreased
Other capital surplus 1,822,771,321 yen
(2) Item and amount of surplus to be increased
Retained earnings brought forward 1,822,771,321 yen
4. Schedule for reduction of share capital and legal capital surplus and appropriation of surplus (scheduled)
(1) Resolution of the board of directors February 25, 2026
(2) Date of public notice for objection by creditors March 18, 2026 (scheduled)
(3) Approval at the general meeting of shareholders March 30, 2026 (scheduled)
(4) Final date for creditors’ objections April 18, 2026 (scheduled)
(5) Effective date April 19, 2026 (scheduled)
5. Outlook
This transaction is a transfer processing between accounts in the net assets section of the balance sheet, and there will be no change in the Company’s net assets and no impact on the Company’s business performance. This matter is subject to approval at the 14th Annual General Meeting of Shareholders to be held on March 30, 2026.
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