Shin-etsu Chemical Co LtdTSE: 4063

Notice Regarding Secondary Offering of Shares pdf

· Issued by Shin-Etsu Chemical Co Ltd


January 27, 2026 4-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Shin-Etsu Chemical Co., Ltd.

Yasuhiko Saitoh Representative Director / President

(Code No. 4063)

Contact: Toshiyuki Kasahara

Corporate Officer, General Manager Finance and Accounting Department

TEL: +81-3- 6812-2350

Notice Regarding Secondary Offering of Shares

Shin-Etsu Chemical Co., Ltd. (the "Company") hereby announces that, at the Board of Directors' meeting held on January 27, 2026, it has resolved to approve the implementation of the secondary offering of shares of the Company as follows.

  1. Secondary Offering of Shares (Secondary Offering by way of Purchase and Underwriting by the Underwriters)

    1. Class and number of shares to be offered

    2. Selling shareholders and number of shares to be offered

      23,681,700 shares of common stock of the Company

      • MUFG Bank, Ltd. 8,040,100 shares

      • Sompo Japan Insurance Inc 3,762,200 shares

      • Mitsubishi UFJ Trust and Banking Corporation

        . 3,604,400 shares

      • The Nomura Trust and Banking Co., Ltd. (Retirement Benefit Trust Account for Mitsubishi UFJ Trust and Banking Corporation)

        . 3,525,000 shares

      • Tokio Marine & Nichido Fire Insurance Co., Ltd.

        . 1,500,000 shares

      • The Master Trust Bank of Japan, Ltd. (Retirement Benefit Trust Account・The Hyakugo Bank, Ltd. Account)

        . 1,500,000 shares

        • Aioi Nissay Dowa Insurance Co., Ltd.

          . 1,000,000 shares

        • The Fukui Bank, Ltd. 750,000 shares

    3. Selling price To be determined.

      The selling price will be determined on the Pricing Date (as defined below) in accordance with the method set forth in Article 25 of the Rules Concerning Underwriting, Etc. of Securities of the Japan Securities Dealers Association, after taking into account market demand and other conditions, based on the preliminary pricing range calculated by multiplying by a factor between 0.90 and 1.00, the closing price of the shares of common stock of the Company in regular trading on Tokyo Stock Exchange, Inc. (with any fraction less than 1 yen being rounded down) on a certain date between Wednesday, February 4, 2026 and Monday, February 9, 2026 (the "Pricing Date") (or the closing price on the day immediately preceding the Pricing Date, if no closing price was recorded on the Pricing Date).

    4. Offering method The offering will be by a secondary offering and the underwriters

      will purchase and underwrite all shares.

    5. Delivery date The fifth business day following the Pricing Date

    6. The selling price and any other matters required for the Secondary Offering by way of Purchase and Underwriting by the Underwriters shall be approved at the sole discretion of Representative Director and President of the Company or a person who is authorized by the Representative Director and President.

  2. Secondary Offering of Shares (Secondary Offering by way of Over-Allotment)

  1. Class and number of shares to be offered

    3,552,200 shares of common stock of the Company

    The above figure represents the maximum number of shares to be offered, and the actual number of shares to be offered may decrease depending on factors such as current demand of the Secondary Offering by way of Purchase and Underwriting by the Underwriters, which in turn may lead to a case where the Secondary Offering by way of Over-Allotment will not be carried out at all. The actual number of shares to be offered will be determined on the Pricing Date, taking into account factors such as current demand.

  2. Selling shareholder The designated lead manager (the "Designated Lead Manager")

  3. Selling price To be determined.

    The selling price will be determined on the Pricing Date. The selling price will be the same as the selling price in the Secondary Offering by way of Purchase and Underwriting by the Underwriters.

  4. Offering method After taking into account market demand and other conditions of the

    Secondary Offering by way of Purchase and Underwriting by the Underwriters, the Designated Lead Manager will undertake a

    secondary offering of shares of common stock of the Company by borrowing no more than 3,552,200 shares from certain shareholders of the Company.

  5. Delivery date Same as that in the Secondary Offering by way of Purchase and Underwriting by the Underwriters.

  6. The selling price and any other matters required for the Secondary Offering by way of Over-Allotment shall be approved at the sole discretion of Representative Director and President of the Company or a person who is authorized by the Representative Director and President.