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Share Issuance and Disposal1301KYOKUYO CO.,LTD.Food

Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment in Connection with Additional Contributions to the Stock Benefit Trust for Directors and Executive Officers

The Company resolved to make an additional contribution to the Stock Benefit Trust for Officers to fund future share benefits and to dispose of 37,300 treasury shares to the trust account using those funds and other sources. The total number of issued shares will not increase, and the dilution rate for existing shareholders will be 0.31%.

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Direction
Neutral
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Scale
37300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much37,300Shares

37,300 shares of common stock held as treasury shares

Japan Custody Bank, Ltd. (trust account), 37,300 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥4,455 per share
Total issue value

¥166,171,500

Amount of funds to be raised
Total payment amount: ¥166,171,500; estimated net proceeds: Not disclosed
Specific use of funds
Funds for the trust to additionally acquire the Company's shares (additional contribution to the Stock Benefit Trust for Officers)Amount ¥150,000,000 / Scheduled timing of expenditures 24 August 2026 (scheduled)
発行済株式総数

0.31% (as a percentage of the 12,078,283 issued shares as of 31 March 2026; also 0.31% of the 119,161 total voting rights)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
Among the Company's directors (excluding outside directors and non-residents of Japan) and executive officers (excluding non-residents of Japan), those who meet the beneficiary eligibility requirements. The breakdown by category of number of people and shares allotted is Not disclosed
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 6 August 2026 was ¥4,455. This was 1.57% below the average closing price of ¥4,526 for the preceding one-month period from 7 July to 6 August 2026, 0.79% above the average of ¥4,420 for the preceding three-month period from 7 May to 6 August 2026, and 5.49% below the average of ¥4,714 for the preceding six-month period from 7 February to 6 August 2026.
Procedures under the Corporate Code of Conduct
As the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intentions are not required. The four Audit & Supervisory Board Members, including 2 outside Audit & Supervisory Board Members, expressed their opinions on the disposal price.
Impact on Business Performance
The Company believes that the program will contribute to improved performance and increased corporate value over the medium to long term. It has determined that the number of shares disposed of and the scale of dilution resulting from this disposal of treasury shares are reasonable and that the impact on the secondary market will be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of37,300 shares of common stock held as treasury shares
Issue price and disposal price¥4,455 per share
Total issue value¥166,171,500
Amount of funds to be raisedTotal payment amount: ¥166,171,500; estimated net proceeds: Not disclosed
Specific use of fundsDetails Funds for the trust to additionally acquire the Company's shares (additional contribution to the Stock Benefit Trust for Officers) / Amount ¥150,000,000 / Scheduled timing of expenditures 24 August 2026 (scheduled)
Payment date24 August 2026
Intended allotteeJapan Custody Bank, Ltd. (trust account), 37,300 shares
Dilution Rate0.31% (as a percentage of the 12,078,283 issued shares as of 31 March 2026; also 0.31% of the 119,161 total voting rights)
Total number of issued shares12,078,283 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 6 August 2026 was ¥4,455. This was 1.57% below the average closing price of ¥4,526 for the preceding one-month period from 7 July to 6 August 2026, 0.79% above the average of ¥4,420 for the preceding three-month period from 7 May to 6 August 2026, and 5.49% below the average of ¥4,714 for the preceding six-month period from 7 February to 6 August 2026.
Categories and Number of Persons CoveredAmong the Company's directors (excluding outside directors and non-residents of Japan) and executive officers (excluding non-residents of Japan), those who meet the beneficiary eligibility requirements. The breakdown by category of number of people and shares allotted is Not disclosed
Procedures under the Corporate Code of ConductAs the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intentions are not required. The four Audit & Supervisory Board Members, including 2 outside Audit & Supervisory Board Members, expressed their opinions on the disposal price.
Impact on Business PerformanceThe Company believes that the program will contribute to improved performance and increased corporate value over the medium to long term. It has determined that the number of shares disposed of and the scale of dilution resulting from this disposal of treasury shares are reasonable and that the impact on the secondary market will be minor.
Items this document does not state (14)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To make an additional contribution to the trust to provide the funds needed for the trust to acquire the shares expected to be required for future benefits. The Company believes that the program will contribute to improved performance and increased corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment in Connection with Additional Contributions to the Stock Benefit Trust for Directors and Executive Officers | KYOKUYO CO.,LTD. (1301) timely disclosure | Komori