Komori
Share Issuance and Disposal1376KANEKO SEEDS CO.,LTD.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company has resolved to dispose of 44,622 treasury shares for a maximum amount of ¥66,843,756 to grant restricted stock to eligible employees through the Employee Stock Ownership Association. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of employees consenting to participate in the scheme.

Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
44622
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)

Who receives how much44,622Shares

44,622 common shares of the Company (maximum)

カネコ種苗従業員持株会44,622 shares (maximum)

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

¥1,498 per share
Amount of funds to be raised

Total payment amount of ¥66,843,756 (maximum); estimated net proceeds: Not disclosed

発行済株式総数

0.38% of total shares outstanding and 0.40% of total voting rights (based on the maximum amount)

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.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
15 December 2026 to 14 December 2031 (5 years)
Conditions for lifting transfer restrictions
In principle, the eligible employee must remain a member of the Employee Stock Ownership Association throughout the restricted transfer period. In the event of withdrawal for a valid reason, the restrictions will generally be lifted by the end of the month following the month in which the withdrawal application is accepted. In the event of a reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the restrictions have not been lifted when the restricted transfer period expires, as well as any shares for which the restrictions are not lifted under the procedures applicable to withdrawals and similar events.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc. (management account for the shares allotted under this transaction)
Categories and Number of Persons Covered
Employees of the Company who are eligible for membership in the Employee Stock Ownership Association and consent to participate in the scheme. Number of eligible employees: Not disclosed; the number of shares allotted will be determined based on the number of participants.
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The restricted transfer period runs from 15 December 2026 to 14 December 2031.
Payment date
15 December 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 10 July 2026 was ¥1,498. This represented a premium of 3.17% over the one-month average of ¥1,452, 4.61% over the three-month average of ¥1,432, and 2.39% over the six-month average of ¥1,463.
Procedures under the Corporate Code of Conduct
Because the dilution ratio 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 conducting a procedure to confirm shareholders’ intentions are not required. All 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price complies with applicable laws and regulations.
Impact on Business Performance
The impact of this disposal of treasury shares on business results is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Number of shares to be issued or disposed of44,622 common shares of the Company (maximum)
Issue price and disposal price¥1,498 per share
Amount of funds to be raisedTotal payment amount of ¥66,843,756 (maximum); estimated net proceeds: Not disclosed
Payment date15 December 2026
Intended allotteeName カネコ種苗従業員持株会 / Number of Shares 44,622 shares (maximum)
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The restricted transfer period runs from 15 December 2026 to 14 December 2031.
Dilution Rate0.38% of total shares outstanding and 0.40% of total voting rights (based on the maximum amount)
Total number of issued shares11,772,626 shares (as of 31 May 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 10 July 2026 was ¥1,498. This represented a premium of 3.17% over the one-month average of ¥1,452, 4.61% over the three-month average of ¥1,432, and 2.39% over the six-month average of ¥1,463.
Transfer restriction period15 December 2026 to 14 December 2031 (5 years)
Conditions for lifting transfer restrictionsIn principle, the eligible employee must remain a member of the Employee Stock Ownership Association throughout the restricted transfer period. In the event of withdrawal for a valid reason, the restrictions will generally be lifted by the end of the month following the month in which the withdrawal application is accepted. In the event of a reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the restrictions have not been lifted when the restricted transfer period expires, as well as any shares for which the restrictions are not lifted under the procedures applicable to withdrawals and similar events.
Categories and Number of Persons CoveredEmployees of the Company who are eligible for membership in the Employee Stock Ownership Association and consent to participate in the scheme. Number of eligible employees: Not disclosed; the number of shares allotted will be determined based on the number of participants.
Underwriter / lead underwriterSMBC Nikko Securities Inc. (management account for the shares allotted under this transaction)
Procedures under the Corporate Code of ConductBecause the dilution ratio 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 conducting a procedure to confirm shareholders’ intentions are not required. All 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price complies with applicable laws and regulations.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business results is Not disclosed
Items this document does not state (11)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationOverallotmentStock 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 further enhance employee benefits, support the eligible employees’ medium- to long-term asset building, and further strengthen their awareness of participating in management and enhancing corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | KANEKO SEEDS CO.,LTD. (1376) timely disclosure | Komori