#Japan #Tokyo #Shareholders Meeting #Digital Asset #Def Consulting

Strengthening Management Foundation for Digital Assets

Def Consulting, headquartered in Minato, Tokyo, led by President Yuta Shimomura, has announced its proposals for an extraordinary shareholders meeting scheduled for November 28, 2025. This meeting is pivotal as the company aims to solidify its growth pillars, specifically focusing on the Digital Asset Treasury Business, to enhance sustainable corporate value.

To achieve this, the company plans to propose three major resolutions:
1. Reduction of capital and capital reserve
2. Partial amendment of the articles of incorporation (increase in the number of shares issued and addition of business objectives)
3. Election of a director as part of an audit committee

These proposals are crucial decisions aimed at ensuring a flexible financial foundation, clarifying and expanding the business domain, and strengthening governance.

Objectives and Background of the Extraordinary Shareholders Meeting

As we look forward to the Web3 era, Def Consulting is committed to making digital assets the core of its corporate assets through its newly launched Digital Asset Treasury Business. To accelerate this innovative initiative and enhance shareholder value, it is essential to have a robust management foundation that can swiftly and flexibly respond to a rapidly evolving business environment. Hence, the proposals under consideration at this meeting aim to establish this necessary framework.

Growth Strategies Behind Each Proposal

1. Strengthening Financial Base: Improving capital efficiency and preparing for future investments
The first two proposals focus on reducing the capital to 100 million yen, a move known as “capital reduction.” This strategy aims to provide tax advantages while broadening options for future mergers and acquisitions (M&A) and business investments, without affecting the number of shares owned or the net asset value per share for the shareholders. Furthermore, to ensure flexibility in future fundraising, an increase in the number of potential shares to be issued is also proposed. The company acknowledges concerns regarding the dilution of existing shareholders' stock value and is committed to exploring methods that minimize this impact during future fundraising initiatives, with further details to be disclosed promptly.

2. Enhancing Business Foundation: A new vision contributing to the crypto asset ecosystem
The proposed amendment to the articles of incorporation will add digital asset treasury business specifics to the company's objectives. This is not just about holding and operating crypto assets, but an assertion of the company’s intent to pursue more proactive value creation. The aim includes participating in activities like staking and validation to support the stable operation of blockchain networks, particularly with Ethereum (ETH), thus contributing to the development of the digital asset ecosystem. This initiative will form the core of a co-creation treasury strategy, ultimately increasing the value of the digital assets involved, and consequently, corporate value.

3. Strengthening Governance Structure: Integrating advanced knowledge of finance and Web3
In tackling new business areas, enhancing governance structures to ensure transparency and soundness in management is a paramount task. To this end, the proposal includes nominating a new director candidate for the audit committee, Tadachiyo Osada, who has a wealth of experience in the financial industry, including his tenure as a senior managing executive officer at Mitsubishi UFJ Bank. He also possesses deep knowledge in the realms of Web3 and AI through his roles in various associations. By welcoming such an expert into management, the company aims to bolster supervisory functions and achieve a balanced approach in its operations.

Comments from President Yuta Shimomura

President Yuta Shimomura remarked, “This extraordinary shareholders meeting is a crucial opportunity to share with our shareholders the roadmap as we embark on a new frontier of digital assets. We aim to refresh our management foundation from financial, business, and governance perspectives, striving for a significant elevation of our corporate value. We sincerely seek your understanding and support for our transformation towards the future.”

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Reference

• - September 26, 2025: Announcement of commencement of operations utilizing Ethereum
• - October 8, 2025: Notification of PR TIMES coverage (Accelerating Ethereum treasury strategy from Japan)
• - October 10, 2025: Def Consulting ranked first in Ethereum treasury on CoinGecko
• - October 17, 2025: Notification of PR TIMES coverage (Announcement regarding collaboration with SBI VC Trade)
• - October 20, 2025: Notification of PR TIMES coverage (Announcement regarding collaboration with BitPoint Japan)
• - October 22, 2025: Announcement regarding the holding of the extraordinary shareholders meeting and decision on agenda items.