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Share Issuance and Disposal3121MBK Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment to External Collaborators

The Company resolved to accept monetary compensation claims under a consulting agreement as a contribution in kind and allot 60,000 treasury shares to SAMBO DHI株式会社. The disposal price is ¥201 per share, and the disposal date is 12 June 2026.

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Neutral
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Scale
60000
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 much60,000Shares

60,000 treasury shares

SAMBO DHI株式会社: 60,000 shares

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

¥201 per share
Total issue value

¥12,060,000

Amount of funds to be raised
Not applicable because this is a contribution in kind (both the total amount payable and the estimated net proceeds are not applicable)
Total Stock-Based Compensation
Monetary compensation claim for 1 year of consulting services (face value: total disposal amount of ¥12,060,000)
発行済株式総数

0.18% of total issued shares and 0.20% of 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.

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
The shares must be held for 1 year after the allotment. Transfers during the 2 years after the allotment must be reported.
Offering structure
Major shareholders after the offering
Name アートポートインベスト株式会社 / Shareholding ratio 35.46%Name 株式会社ぽると / Shareholding ratio 11.33%Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 7.37%Name PCKキャピタル有限責任事業組合 / Shareholding ratio 3.05%Name Colors Japan Co., Ltd. / Shareholding ratio 2.02%Name Sonobe Koji (園部 皓志) / Shareholding ratio 1.95%Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.03%Name Rakuten Bank,Ltd. shared account / Shareholding ratio 1.01%Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.76%Name KAY LEO BROTHERS LIMITED / Shareholding ratio 0.61%
Categories and Number of Persons Covered
External collaborator, SAMBO DHI株式会社: 1 company, 60,000 shares
Intended allottee's holding policy
The allottee intends to hold the shares for 1 year after the allotment for the purpose of securing capital gains. The Company plans to receive a written undertaking that any transfer of the shares during the 2 years after the allotment will be reported to the Company in writing.
Payment date
12 June 2026
Basis for determining the amount to be paid
A 9.87% discount to the closing price of ¥223 on 26 May 2026. This represents discounts of 6.63% to the 1-month average of ¥215.28, 8.64% to the 3-month average of ¥220.02 and 8.70% to the 6-month average of ¥220.16.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, the Company determined that it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions.
Most recent equity financing
Timing 14 July 2025 / Type Issuance of new shares by third-party allotment / Amount ¥766,695,300, Timing 14 July 2025 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Issue price: ¥33,287,348; expected proceeds: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed, Timing 11 May 2026 / Type Issuance of new shares by third-party allotment / Amount ¥212,000,000, Timing 11 May 2026 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Issue price: ¥11,750,000; expected proceeds: ¥1,161,750,000
Impact on Business Performance
The impact on results for the fiscal year ending October 2026 is expected to be immaterial.
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 of60,000 treasury shares
Issue price and disposal price¥201 per share
Total issue value¥12,060,000
Amount of funds to be raisedNot applicable because this is a contribution in kind (both the total amount payable and the estimated net proceeds are not applicable)
Payment date12 June 2026
Intended allotteeSAMBO DHI株式会社: 60,000 shares
Intended allottee's holding policyThe allottee intends to hold the shares for 1 year after the allotment for the purpose of securing capital gains. The Company plans to receive a written undertaking that any transfer of the shares during the 2 years after the allotment will be reported to the Company in writing.
Dilution Rate0.18% of total issued shares and 0.20% of total voting rights
Total number of issued shares32,806,190 shares → 32,806,190 shares(0%)
Basis for determining the amount to be paidA 9.87% discount to the closing price of ¥223 on 26 May 2026. This represents discounts of 6.63% to the 1-month average of ¥215.28, 8.64% to the 3-month average of ¥220.02 and 8.70% to the 6-month average of ¥220.16.
Transfer restriction periodThe shares must be held for 1 year after the allotment. Transfers during the 2 years after the allotment must be reported.
Categories and Number of Persons CoveredExternal collaborator, SAMBO DHI株式会社: 1 company, 60,000 shares
Total Stock-Based CompensationMonetary compensation claim for 1 year of consulting services (face value: total disposal amount of ¥12,060,000)
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, the Company determined that it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions.
Most recent equity financingTiming 14 July 2025 / Type Issuance of new shares by third-party allotment / Amount ¥766,695,300, Timing 14 July 2025 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Issue price: ¥33,287,348; expected proceeds: ¥3,233,286,548, Timing 13 March 2026 / Type Disposal of Treasury Shares Through a Third-Party Allotment / Amount Not disclosed, Timing 11 May 2026 / Type Issuance of new shares by third-party allotment / Amount ¥212,000,000, Timing 11 May 2026 / Type Issuance of the 17th Series Stock Acquisition Rights through a third-party allotment / Amount Issue price: ¥11,750,000; expected proceeds: ¥1,161,750,000
Major shareholders after the offeringName アートポートインベスト株式会社 / Shareholding ratio 35.46%, Name 株式会社ぽると / Shareholding ratio 11.33%, Name TOTAL NETWORK HOLDINGS LIMITED / Shareholding ratio 7.37%, Name PCKキャピタル有限責任事業組合 / Shareholding ratio 3.05%, Name Colors Japan Co., Ltd. / Shareholding ratio 2.02%, Name Sonobe Koji (園部 皓志) / Shareholding ratio 1.95%, Name KGI ASIA LIMITED-CLIENT ACCOUNT / Shareholding ratio 1.03%, Name Rakuten Bank,Ltd. shared account / Shareholding ratio 1.01%, Name 株式会社ケイ・アイ・シー / Shareholding ratio 0.76%, Name KAY LEO BROTHERS LIMITED / Shareholding ratio 0.61%
Impact on Business PerformanceThe impact on results for the fiscal year ending October 2026 is expected to be immaterial.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationUnderwriter / lead underwriterOverallotmentStock Split Ratio

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 will receive advice from SAMBO DHI株式会社 on matters including rebuilding its corporate identity, its medium-term management plan, management strategy and IR strategy, and will proceed with a shift toward an investment strategy focused on enhancing corporate value and M&A and equity transactions. The Company will allot shares as compensation and intends to give SAMBO DHI株式会社 an incentive to enhance corporate value.

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Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment to External Collaborators | MBK Co.,Ltd. (3121) timely disclosure | Komori