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Share Issuance and Disposal2498Oriental Consultants Holdings Company LimitedInformation and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares Through a Third-Party Allotment in Connection with the Reintroduction of the Employee Stock Ownership Plan (ESOP) Trust

The Company resolved to dispose of 460,400 treasury shares to a trust account to reintroduce the Employee Stock Ownership Plan Trust-Type ESOP. The disposal price is ¥3,015 per share, for a total disposal value of approximately ¥1.39 billion.

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Scale
460400
Shares
Wording
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (Employee Stock Ownership Plan Trust-Type ESOP)

発行・処分する株式数460,400Shares

460,400 treasury common shares

Intended allottee
Sumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))
¥3,015 per share
Amount of funds to be raised

Total payment amount: ¥1,388,106,000; estimated net proceeds: Not disclosed

発行済株式総数

Approximately 3.72% of the total number of issued shares and approximately 3.88% of the total number of 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.

Payment date
5 June 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥3,015. This represents a discount of 2.05% from the average closing price of ¥3,078 for the most recent one-month period, a discount of 2.62% from the average of ¥3,096 for the most recent three-month period, and a discount of 3.49% from the average of ¥3,124 for the most recent six-month period.
Procedures under the Corporate Code of Conduct
Because 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 conducting procedures to confirm shareholders’ intentions are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (Employee Stock Ownership Plan Trust-Type ESOP)
Number of shares to be issued or disposed of460,400 treasury common shares
Issue price and disposal price¥3,015 per share
Amount of funds to be raisedTotal payment amount: ¥1,388,106,000; estimated net proceeds: Not disclosed
Payment date5 June 2026
Intended allotteeSumitomo Mitsui Trust Bank, Limited (trust account) (re-trustee: Japan Custody Bank, Ltd. (trust account))
Dilution RateApproximately 3.72% of the total number of issued shares and approximately 3.88% of the total number of voting rights
Total number of issued shares12,359,740 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥3,015. This represents a discount of 2.05% from the average closing price of ¥3,078 for the most recent one-month period, a discount of 2.62% from the average of ¥3,096 for the most recent three-month period, and a discount of 3.49% from the average of ¥3,124 for the most recent six-month period.
Procedures under the Corporate Code of ConductBecause 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 conducting procedures to confirm shareholders’ intentions are not required.
Items this document does not state (18)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 revitalize the employee stock ownership plan and promote employees’ stable asset formation, while strengthening their awareness of participation in the Company’s management and their incentives to improve performance, thereby enhancing corporate value over the medium to long term.

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 Regarding the Disposal of Treasury Shares Through a Third-Party Allotment in Connection with the Reintroduction of the Employee Stock Ownership Plan (ESOP) Trust | Oriental Consultants Holdings Company Limited (2498) timely disclosure | Komori