Metaplanet considers issuance of preferred shares worth up to 555 billion yen.

## Strengthening Bitcoin Financial Strategy

Metaplanet Inc. (3350) announced on the 1st that the Board of Directors has resolved to propose an increase in the total number of authorized shares and the issuance of perpetual preferred shares at the extraordinary general meeting of shareholders scheduled for September 1, in order to acquire additional cryptocurrency (virtual currency) Bitcoin (BTC).

To steadily execute the core of the growth strategy, which is to "acquire 210,000 BTC by the end of 2027," it is necessary to maintain a system that can carry out large-scale fundraising, and it is essential to promote a funding policy equipped with mobility and flexibility. On the other hand, it is stated that there has been no decision made at this time regarding the issuance of perpetual preferred stock.

The proposals to be discussed at this extraordinary shareholders' meeting that are directly related to the Bitcoin financial strategy are the following two points. Both aim to partially amend the articles of incorporation in preparation for execution.

• Proposal No. 1: Increase in the total number of authorized shares
• Proposal No. 3: Establishment of new provisions regarding the total number of authorized class shares, Class A shares and Class B shares (both are perpetual preferred shares).

The specific content of Proposal No. 1 is to increase the total number of shares that can be issued, which is currently set at 1.61 billion shares, to 2.723 billion shares.

In this announcement, it is stated that at the regular shareholders' meeting held in March this year, the increase in the total number of shares that can be issued was approved, and through the exercise of stock acquisition rights, a large-scale capital increase was achieved, allowing for a significant increase in Bitcoin holdings using the raised funds.

As of July 18, the total number of issued shares was said to be 680,814,340 shares.

Overview of Proposal No. 3

The purpose of Proposal No. 3 is to enhance the flexibility of capital policy and diversify funding options. First, it is proposed to increase the total number of authorized shares to 2.723 billion shares, and subsequently to enable the issuance of two types of perpetual preferred shares, namely Class A and Class B preferred shares, with the total number of each defined as follows.

• Common stock: 2.723 billion shares
• Class A Preferred Stock: 277.5 million shares
• Type B Preferred Stock: 277.5 million shares

The two types of shares that are being considered for issuance are scheduled for registration on the 1st, and are also being considered for listing; however, it is stated that no decision has been made regarding the issuance, and discussions are planned to take place moving forward. The planned issuance amount is a maximum of 277.5 billion yen for each type of share, totaling a maximum of 555 billion yen.

In addition, the issuance period is scheduled from August 9, 2025, to August 8, 2027. It was stated that the purpose of the raised funds is to increase the purchase of Bitcoin.

Overview of Each Stock

In addition to what is mentioned above, the articles of incorporation will also include descriptions of two types of shares. Fundraising through preferred shares is also conducted by the American company Strategy (formerly MicroStrategy), which Metaplanet uses as a model for its Bitcoin financial strategy.

MetaPlanet stated that the main feature of Class A shares is designed to be prioritized over Class B shares in terms of dividends and distribution of residual assets, but by not attaching the right of acquisition with common stock as the delivered property, they are considering a direction that strengthens the nature of corporate bonds.

On the other hand, regarding Class B shares, although they are subordinate to Class A shares in terms of dividends and distribution of residual assets, it is explained that they are considering a design that makes it easier to enjoy capital gains (sale profits) during price increases by attaching a redemption right that can be exercised upon meeting certain conditions.

In addition, it was stated that the order of payment for dividends on surplus funds is as follows: the dividend on surplus funds related to Class A shares (up to 6%) will be the first priority, the dividend on surplus funds related to Class B shares (up to 6%) will be the second priority, and the dividend on surplus funds related to common shares will be the third priority.

Furthermore, Metaplanet states that in order to actually issue these two types of stocks, a lot of discussions are necessary, including exchanges of opinions with investors, as well as dialogues with stock exchanges, financial authorities, and underwriting securities companies, and there may be cases where the issuance does not materialize.

The current stock price of Metaplannet is 1063 yen. It has increased by 870% compared to the previous year, but it has decreased by over 30% compared to last month and by 7.6% compared to the previous day.

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