Komori
Share Issuance and Disposal2752FUJIO FOOD GROUP INC.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue 32,252 common shares as restricted stock compensation to 7 directors and 2 executive officers. The shares will be subject to a 30-year transfer restriction, which will generally be lifted upon expiration of the restriction period if the recipient remains in office.

Worth reading
45Recurring
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
32252
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much32,252Shares

32,252 common shares (new shares)

7 directors of the Company (excluding outside directors)30,410 shares
2 executive officers who do not concurrently serve as directors of the Company1,842 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,085 per share
Total issue value

¥34,993,420

Amount of funds to be raised
Because the entire amount of the monetary compensation receivables will be contributed in kind, the total payment amount will be ¥34,993,420 and the estimated net proceeds are not applicable.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥34,993,420. For eligible directors, the compensation framework provides for monetary compensation receivables of up to ¥45 million per year.
発行済株式総数

Issuance of 32,252 new shares

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
From 22 May 2026 to 21 May 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restriction will be fully lifted upon expiration of the restriction period, provided that the recipient has continuously held one of the following positions during the period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, adviser, consultant or other equivalent position at the Company or one of its subsidiaries. In the event of retirement upon expiration of the term of office, mandatory retirement or other legitimate reason, the restriction will be lifted in whole or in part based on a prescribed calculation.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted at the expiration of the transfer restriction period or when the transfer restriction is lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares whose transfer restriction remains in place after the restriction is lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 30,410 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 1,842 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer the shares, create security interests over them, or otherwise dispose of them, and the shares will be managed in dedicated accounts. As a general rule, the transfer restriction will be lifted upon expiration of the transfer restriction period.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,085. No discount or premium rate is specified.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of32,252 common shares (new shares)
Issue price and disposal price¥1,085 per share
Total issue value¥34,993,420
Amount of funds to be raisedBecause the entire amount of the monetary compensation receivables will be contributed in kind, the total payment amount will be ¥34,993,420 and the estimated net proceeds are not applicable.
Payment date22 May 2026
Intended allotteeName 7 directors of the Company (excluding outside directors) / Number of Shares 30,410 shares, Name 2 executive officers who do not concurrently serve as directors of the Company / Number of Shares 1,842 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer the shares, create security interests over them, or otherwise dispose of them, and the shares will be managed in dedicated accounts. As a general rule, the transfer restriction will be lifted upon expiration of the transfer restriction period.
Total number of issued sharesIssuance of 32,252 new shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,085. No discount or premium rate is specified.
Transfer restriction periodFrom 22 May 2026 to 21 May 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restriction will be fully lifted upon expiration of the restriction period, provided that the recipient has continuously held one of the following positions during the period: director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, adviser, consultant or other equivalent position at the Company or one of its subsidiaries. In the event of retirement upon expiration of the term of office, mandatory retirement or other legitimate reason, the restriction will be lifted in whole or in part based on a prescribed calculation.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restriction has not been lifted at the expiration of the transfer restriction period or when the transfer restriction is lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares whose transfer restriction remains in place after the restriction is lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 30,410 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 1,842 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥34,993,420. For eligible directors, the compensation framework provides for monetary compensation receivables of up to ¥45 million per year.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The Company aims to further motivate each eligible director and other eligible recipient by taking into account the purpose of this plan, the Company's business performance, the scope of each eligible director's and other eligible recipient's responsibilities, and other relevant circumstances. The transfer restriction period is set at 30 years in order to realize shared shareholder 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 Issuance of New Shares as Restricted Stock-Based Compensation | FUJIO FOOD GROUP INC. (2752) timely disclosure | Komori