Details of issuance or disposal
Disposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association)
83,343 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of eligible employees)
The lower thin line represents the existing number of shares to which these shares will be added.
¥86,593,377 (maximum)
0.12% of the total number of issued shares and 0.13% of the total number of voting rights (in each case, 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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association) |
| Number of shares to be issued or disposed of | 83,343 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥1,039 per share |
| Total issue value | ¥86,593,377 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥86,593,377 (maximum); estimated net proceeds Not disclosed |
| Payment date | 20 November 2026 |
| Intended allottee | ダイキョーニシカワ Employee Stock Ownership Association, 83,343 shares (maximum) |
| Intended allottee's holding policy | During the restricted transfer period, transfers to third parties, the creation of security interests, and other dispositions will be prohibited, and the shares will be managed in a designated account. After the restrictions are lifted, the shares will be transferred to the association's regular account or to securities accounts in the names of the eligible employees. |
| Dilution Rate | 0.12% of the total number of issued shares and 0.13% of the total number of voting rights (in each case, based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 70,997,800 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥1,039 on the Prime Market of the Tokyo Stock Exchange on 5 August 2026, the business day preceding the date of the Board of Directors' resolution. The premium was 2.67% over the one-month average of ¥1,012, 2.77% over the three-month average of ¥1,011, and 9.71% over the six-month average of ¥947. |
| Transfer restriction period | From 20 November 2026 until immediately after the eligible employee retires from employment with the Company |
| Conditions for lifting transfer restrictions | The transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the employee has continuously been a member of the association from 20 November 2026 through 20 November 2027. If the employee leaves the association due to retirement for a legitimate reason or another qualifying event, the restrictions will be partially lifted in proportion to the number of months of service. If the employee becomes a non-resident due to an overseas transfer or another qualifying event after the vesting period has elapsed, the restrictions will be fully lifted. |
| Reason for acquisition without consideration | If, during the restricted transfer period, the employee engages in an act that violates laws or regulations or falls under another specified event set out in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time. |
| Categories and Number of Persons Covered | The Company's employees, up to 2,137 people, 39 shares per person |
| Total Stock-Based Compensation | A monetary receivable of ¥40,521 will be paid uniformly to each eligible employee. |
| 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 conducting procedures to confirm 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 that the transaction is lawful. |
Items this document does not state (11)
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 support the asset formation of eligible employees, strengthen their motivation to contribute to the Company's performance and share price, enhance corporate value, and promote the sharing of value with shareholders.