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Share Issuance and Disposal3548BAROQUE JAPAN LIMITEDRetail

Notice Concerning the Introduction of a Share-Based Compensation Trust for Employees (J-ESOP-RS) and the Disposal of Treasury Shares Through a Third-Party Allotment

The Company resolved to introduce a trust-based incentive plan, the “J-ESOP-RS,” under which shares will be granted to employees, and to dispose of 56,160 treasury shares to the trust account for this purpose.

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
0.15
% (dilution rate relative to the total number of issued 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 much56,160Shares

56,160 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account)56,160 shares

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

¥736 per share
Total issue value

¥41,333,760

Amount of funds to be raised
Total amount to be paid: ¥41,333,760; estimated net proceeds: Not disclosed
発行済株式総数

0.15% of the total number of issued shares and 0.16% 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.

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
Shares granted during employment will be subject to restrictions on disposal by transfer or other means until the employee retires
Conditions for lifting transfer restrictions
Disposal by transfer or other means will be restricted until the employee retires. Other conditions for lifting the restrictions are Not disclosed
Reason for acquisition without consideration
The disclosure states that the transfer restriction agreement will include provisions for the Company to acquire the shares without consideration, among other provisions, but the specific circumstances are Not disclosed
Categories and Number of Persons Covered
Employees of the Company who meet certain conditions. The number of eligible employees and the number of shares allotted by category are Not disclosed
Intended allottee's holding policy
The disclosure states that this is a trust account that will hold and dispose of the Company’s shares in operating the plan, but its policy regarding the holding period, lock-up and other matters is Not disclosed
Payment date
15 May 2026
Basis for determining the amount to be paid
The closing price of ¥736 on the business day immediately preceding the date of the Board of Directors’ resolution. This represents 97.23% of the average closing price of ¥757 over the most recent one-month period, 95.83% of the average closing price of ¥768 over the most recent three-month period, and 96.08% of the average closing price of ¥766 over the most recent six-month period.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders’ intentions are not required
Impact on Business Performance
The introduction of the plan is expected to increase employees’ interest in improving the share price and business performance and contribute to their working with greater motivation than before
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 of56,160 common shares (treasury shares)
Issue price and disposal price¥736 per share
Total issue value¥41,333,760
Amount of funds to be raisedTotal amount to be paid: ¥41,333,760; estimated net proceeds: Not disclosed
Payment date15 May 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of shares 56,160 shares
Intended allottee's holding policyThe disclosure states that this is a trust account that will hold and dispose of the Company’s shares in operating the plan, but its policy regarding the holding period, lock-up and other matters is Not disclosed
Dilution Rate0.15% of the total number of issued shares and 0.16% of the total number of voting rights
Total number of issued shares36,676,300 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥736 on the business day immediately preceding the date of the Board of Directors’ resolution. This represents 97.23% of the average closing price of ¥757 over the most recent one-month period, 95.83% of the average closing price of ¥768 over the most recent three-month period, and 96.08% of the average closing price of ¥766 over the most recent six-month period.
Transfer restriction periodShares granted during employment will be subject to restrictions on disposal by transfer or other means until the employee retires
Conditions for lifting transfer restrictionsDisposal by transfer or other means will be restricted until the employee retires. Other conditions for lifting the restrictions are Not disclosed
Reason for acquisition without considerationThe disclosure states that the transfer restriction agreement will include provisions for the Company to acquire the shares without consideration, among other provisions, but the specific circumstances are Not disclosed
Categories and Number of Persons CoveredEmployees of the Company who meet certain conditions. The number of eligible employees and the number of shares allotted by category are Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders’ intentions are not required
Impact on Business PerformanceThe introduction of the plan is expected to increase employees’ interest in improving the share price and business performance and contribute to their working with greater motivation than before
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To strengthen the linkage between the share price and business performance and employee compensation, and to increase employees’ motivation and morale to improve the share price and business performance by sharing economic benefits with shareholders. The Company also aims to develop next-generation leaders, retain younger employees, and increase engagement with its management strategy.

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 Concerning the Introduction of a Share-Based Compensation Trust for Employees (J-ESOP-RS) and the Disposal of Treasury Shares Through a Third-Party Allotment | BAROQUE JAPAN LIMITED (3548) timely disclosure | Komori