Komori
Share Issuance and Disposal3277Sansei Landic Co.,LtdReal Estate

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

The Company resolved to dispose of up to 20,500 treasury shares to grant restricted stock to eligible employees through the Employee Shareholding Association. Following the 2-for-1 stock split scheduled for 1 July 2026, the number of shares to be disposed of is expected to be up to 41,000, at a disposal price of ¥659 per share.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
20500
Shares (maximum; expected to be 41,000 shares after the stock split)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much

20,500 shares of the Company's common stock (maximum). Expected to be 41,000 shares following the stock split scheduled for 1 July 2026

サンセイ Employee Shareholding Association: up to 20,500 shares (expected to be 41,000 shares after the stock split)

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

¥1,318 per share. Expected to be ¥659 per share after the stock split
Total issue value

¥27,019,000 (maximum). The total amount is expected to remain unchanged after the stock split

Amount of funds to be raised
Total payment amount of ¥27,019,000 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥131,800 per eligible employee. ¥27,019,000 for up to 205 employees
発行済株式総数

0.24% of the total number of issued shares and 0.25% of the total number of voting rights (based on the maximum number of shares to be disposed of)

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
From 10 August 2026 until the date on which each eligible employee retires from their position as an employee of the Company while retaining membership eligibility in the Employee Shareholding Association
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible employee continuously remained a member of the Employee Shareholding Association during the vesting period from 1 July 2026 through 30 June 2027. The conditions for lifting the restrictions upon withdrawal from the association are prescribed according to the reason for withdrawal
Reason for acquisition without consideration
If an eligible employee withdraws from the Employee Shareholding Association during the vesting period without a valid reason or falls under any other prescribed circumstance set forth in the restricted stock allotment agreement. This also applies to shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at a prescribed lifting date
Stock Split RatioA 2-for-1 stock split, with the effective date set for 1 July 2026
Categories and Number of Persons Covered
Up to 205 Company employees (regular and contract employees), with 100 shares per person (expected to be 200 shares per person after the stock split)
Intended allottee's holding policy
The shares will be held by the Employee Shareholding Association and managed in a dedicated account opened with Nomura Securities Co., Ltd. during the transfer restriction period. Withdrawals of eligible employees' membership interests will be restricted in accordance with the association's rules and other applicable provisions
Payment date
10 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,318 on the Standard Market of the Tokyo Stock Exchange on 14 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -3.02% for the 1-month period (15 April to 14 May 2026), -6.59% for the 3-month period (15 February to 14 May 2026), and -4.56% for the 6-month period (15 November 2025 to 14 May 2026)
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 procedures for confirming shareholders' intentions are not required. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful
Impact on Business Performance
The disclosure regarding the impact of this disposal of treasury shares on results for the fiscal year ending December 2026 is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed of20,500 shares of the Company's common stock (maximum). Expected to be 41,000 shares following the stock split scheduled for 1 July 2026
Issue price and disposal price¥1,318 per share. Expected to be ¥659 per share after the stock split
Total issue value¥27,019,000 (maximum). The total amount is expected to remain unchanged after the stock split
Amount of funds to be raisedTotal payment amount of ¥27,019,000 (maximum); estimated net proceeds: Not disclosed
Payment date10 August 2026
Intended allotteeサンセイ Employee Shareholding Association: up to 20,500 shares (expected to be 41,000 shares after the stock split)
Intended allottee's holding policyThe shares will be held by the Employee Shareholding Association and managed in a dedicated account opened with Nomura Securities Co., Ltd. during the transfer restriction period. Withdrawals of eligible employees' membership interests will be restricted in accordance with the association's rules and other applicable provisions
Dilution Rate0.24% of the total number of issued shares and 0.25% of the total number of voting rights (based on the maximum number of shares to be disposed of)
Total number of issued shares8,584,900 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,318 on the Standard Market of the Tokyo Stock Exchange on 14 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -3.02% for the 1-month period (15 April to 14 May 2026), -6.59% for the 3-month period (15 February to 14 May 2026), and -4.56% for the 6-month period (15 November 2025 to 14 May 2026)
Transfer restriction periodFrom 10 August 2026 until the date on which each eligible employee retires from their position as an employee of the Company while retaining membership eligibility in the Employee Shareholding Association
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible employee continuously remained a member of the Employee Shareholding Association during the vesting period from 1 July 2026 through 30 June 2027. The conditions for lifting the restrictions upon withdrawal from the association are prescribed according to the reason for withdrawal
Reason for acquisition without considerationIf an eligible employee withdraws from the Employee Shareholding Association during the vesting period without a valid reason or falls under any other prescribed circumstance set forth in the restricted stock allotment agreement. This also applies to shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at a prescribed lifting date
Categories and Number of Persons CoveredUp to 205 Company employees (regular and contract employees), with 100 shares per person (expected to be 200 shares per person after the stock split)
Total Stock-Based CompensationMonetary receivables of ¥131,800 per eligible employee. ¥27,019,000 for up to 205 employees
Stock Split RatioA 2-for-1 stock split, with the effective date set for 1 July 2026
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 procedures for confirming shareholders' intentions are not required. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful
Impact on Business PerformanceThe disclosure regarding the impact of this disposal of treasury shares on results for the fiscal year ending December 2026 is Not disclosed
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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.

The purpose is to enhance the welfare of eligible employees, support asset formation, provide incentives for the sustained enhancement of the Company's corporate value, share value with shareholders, improve employee engagement, and enhance human capital.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | Sansei Landic Co.,Ltd (3277) timely disclosure | Komori