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Share Issuance and Disposal3377BIKE O & COMPANY Ltd.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment in Connection with an Additional Contribution to the Employee Stock Ownership Trust

The Company resolved to allot 400,000 treasury shares it holds to the trust account in order to continue the employee stock benefit trust. Benefits to employees are expected to be provided over 5 fiscal years.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
400000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (employee stock benefit trust)

発行・処分する株式数400,000Shares

Treasury shares: 400,000 common shares

Intended allottee
株式会社日本カストディ銀行 (Trust Account)
¥398 per share
Amount of funds to be raised

Total payment amount: ¥159,200,000; approximate net proceeds: Not disclosed

Specific use of funds
Additional acquisition of the Company’s shares by the trust, funded by an additional trust contribution of ¥139,200,000 and ¥20,000,000 in cash belonging to the trust assetsScheduled timing of expenditures 30 April 2026
発行済株式総数

2.61% of the total number of issued shares and 2.76% 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.

Categories and Number of Persons Covered
Employees of the Company and its group companies. The breakdown of the number of eligible persons and the number of shares allotted by category: Not disclosed
Payment date
30 April 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 13 April 2026 was ¥398. This represents a discount of 1.49% to the average price of ¥404 for the preceding 1 month, a discount of 1.49% to the average price of ¥404 for the preceding 3 months, and a discount of 2.21% to the average price of ¥407 for the preceding 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders’ approval are not required. The Audit and Supervisory Committee has expressed its opinion on the reasonableness of the process for determining the disposal price and the appropriateness of that determination.
Most recent equity financing
Timing 20 April 2022 / Type Introduction of an Employee Stock Benefit Trust / Amount Not disclosed
Impact on Business Performance
The impact of this disposal of treasury shares on the secondary market is expected to be limited.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (employee stock benefit trust)
Number of shares to be issued or disposed ofTreasury shares: 400,000 common shares
Issue price and disposal price¥398 per share
Amount of funds to be raisedTotal payment amount: ¥159,200,000; approximate net proceeds: Not disclosed
Specific use of fundsDetails and amount Additional acquisition of the Company’s shares by the trust, funded by an additional trust contribution of ¥139,200,000 and ¥20,000,000 in cash belonging to the trust assets / Scheduled timing of expenditures 30 April 2026
Payment date30 April 2026
Intended allottee株式会社日本カストディ銀行 (Trust Account)
Dilution Rate2.61% of the total number of issued shares and 2.76% of the total number of voting rights
Total number of issued shares15,315,600 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 13 April 2026 was ¥398. This represents a discount of 1.49% to the average price of ¥404 for the preceding 1 month, a discount of 1.49% to the average price of ¥404 for the preceding 3 months, and a discount of 2.21% to the average price of ¥407 for the preceding 6 months.
Categories and Number of Persons CoveredEmployees of the Company and its group companies. The breakdown of the number of eligible persons and the number of shares allotted by category: Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders’ approval are not required. The Audit and Supervisory Committee has expressed its opinion on the reasonableness of the process for determining the disposal price and the appropriateness of that determination.
Most recent equity financingTiming 20 April 2022 / Type Introduction of an Employee Stock Benefit Trust / Amount Not disclosed
Impact on Business PerformanceThe impact of this disposal of treasury shares on the secondary market is expected to be limited.
Items this document does not state (14)
Total issue valueEstimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.

To continue this plan as an incentive plan designed to increase employees’ motivation and morale to contribute to improved performance and increased 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 by Third-Party Allotment in Connection with an Additional Contribution to the Employee Stock Ownership Trust | BIKE O & COMPANY Ltd. (3377) timely disclosure | Komori