Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
44,622 common shares of the Company (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
Total payment amount of ¥66,843,756 (maximum); estimated net proceeds: Not disclosed
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal 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 of | 44,622 common shares of the Company (maximum) |
| Issue price and disposal price | ¥1,498 per share |
| Amount of funds to be raised | Total payment amount of ¥66,843,756 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 15 December 2026 |
| Intended allottee | Name カネコ種苗従業員持株会 / Number of Shares 44,622 shares (maximum) |
| 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. |
| Dilution Rate | 0.38% of total shares outstanding and 0.40% of total voting rights (based on the maximum amount) |
| Total number of issued shares | 11,772,626 shares (as of 31 May 2026) → Not disclosed |
| 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. |
| 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. |
| 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. |
| Underwriter / lead underwriter | SMBC Nikko Securities Inc. (management account for the shares allotted under this transaction) |
| 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 |
Items this document does not state (11)
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.