Notice Regarding Stock Split and Partial Amendment to the Articles of Incorporation

Notice Regarding Stock Split and Partial Amendment to the Articles of Incorporation




Notice Regarding Stock Split and Partial Amendment to the Articles of Incorporation

TOKYO, Nov. 09, 2020 (GLOBE NEWSWIRE) — Internet Initiative Japan Inc. (“IIJ”, TSE1: 3774) announces that IIJ’s Board of Directors today resolved a stock split and partial amendment to the Articles of Incorporation, as indicated below.

1. Purpose of the Stock Split
The objective of the stock split is to enhance the liquidity of IIJ’s common stock and expand its investor base by reducing the trading price per share of IIJ’s common stock. As a result of the stock split, the investment unit amount of IIJ’s common stock will be one half (1/2) of the previous amount.

2. Summary of the Stock Split
(1) Method of the stock split
The stock split shall have a record date of Thursday, December 31, 2020 and shall involve the splitting of common shares held by shareholders whose names are appeared or recorded in the latest Registry of Shareholders on the record date at a ratio of 1:2.

(2) Number of additional shares as a result of the stock split  
    1 ) Total number of shares issued before the stock split: 46,734,600 shares
    2 ) Number of additional shares as a result of the stock split: 46,734,600 shares
    3 ) Total number of shares issued after the stock split: 93,469,200 shares
    4 ) Total number of authorized shares after the stock split: 151,040,000 shares
(Note) Total number of shares issued stated in the above could be increased as a result of exercise of stock acquisition rights.
 
(3) Schedule of the stock split
    1 ) Public notice date of the record date: Tuesday, December 15, 2020
    2 ) Record date: Thursday, December 31, 2020
    3 ) Effective date Friday, January 1, 2021
(Note) For all practical purposes, the record date in substance is Wednesday, December 30, 2020.
 
(4) Others  
    1 ) There will be no increase in the amount of IIJ’s paid-in capital as a result of the stock split.  
    2 ) Effect of the stock split on year-end dividend forecast
The year-end dividend for the fiscal year ending March 31, 2021 shall be paid to shareholders based on the Registry of Shareholders on the record date Wednesday, March 31, 2021 after the effective date of the stock split. The revised forecast of year-end dividend per share is the amount after the stock split, which is one half (1/2) of the amount before the stock split. Regarding the year-end dividend forecast after the stock split, please refer to the “Notice regarding the Distribution of Retained Earnings (Interim Dividend, Increase) and Revision of Dividend Forecast for the fiscal year ending March 31, 2021” announced today. 
    3 ) Adjustment of number of shares to be issued upon exercise of IIJ’s stock acquisition rights
Along with the stock split, the number of shares to be issued upon exercise of each stock acquisition right (from 1st series to 10th series) shall be adjusted from 200 shares to 400 shares on and after January 1, 2021, the effective date of the stock split. 

(5) Summary of the American Depositary Receipts (“ADRs”) Ratio Change

    1

)

Current ratio:

One (1) ADR = One-half (1/2) of one common stock of IIJ
(2 ADRs = 1 common stock of IIJ)
    2 ) New ratio:

One (1) ADR = One (1) common stock of IIJ
(1 ADR = 1 share of common stock of IIJ)
    3 ) Effective date: Monday, January 4, 2021 (US EST)
    4

)

Temporarily books closed for ADR issuance & cancellation: Tuesday, December 29, 2020 – Monday, January 4, 2021 (US EST)
    5 ) ADR depositary bank: The Bank of New York Mellon

3. Partial Amendment to the Articles of Incorporation
(1) Reason for the amendment
Effective January 1, 2021, the total number of shares of IIJ’s common stock authorized to be issued under Article 6 of IIJ’s Articles of Incorporation will be changed pursuant to Article 184, Paragraph 2, of the Companies Act of Japan in connection with the stock split.

(2) Details of the amendment (Changes are underlined.)
Current articles of incorporation After the amendment
(Total Number of Shares Authorized to be Issued)
Article 6
The total number of shares authorized to be issued by the Company shall be seventy five million and five hundred twenty thousand (75,520,000) shares.
(Total Number of Shares Authorized to be Issued)
Article 6
The total number of shares authorized to be issued by the Company shall be one hundred fifty one million and forty thousand (151,040,000) shares.

(3) Schedule
Effective Date: Friday, January 1, 2021

< About Internet Initiative Japan Inc. >
Founded in 1992, IIJ is one of Japan’s leading Internet-access and comprehensive network solutions providers. IIJ and its group companies provide total network solutions that mainly cater to high-end corporate customers. IIJ’s services include high-quality Internet connectivity services, mobile services, security services, cloud computing services, and systems integration. Moreover, IIJ operates one of the largest Internet backbone networks in Japan that is connected to the United States, the United Kingdom and Asia. IIJ listed on the First Section of the Tokyo Stock Exchange in 2006.

< IIJ Investor Relations >

Tel: +81-3-5205-6500 E-mail: ir@iij.ad.jp URL: https://www.iij.ad.jp/en/ir