Details of issuance or disposal
Disposal of treasury shares by third-party allotment (restricted stock incentive for the employee stock ownership association)
49,000 common shares of the Company (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.
¥90,454,000 (maximum)
1.09% of the total number of issued shares and 1.44% 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.
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 by third-party allotment (restricted stock incentive for the employee stock ownership association) |
| Number of shares to be issued or disposed of | 49,000 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥1,846 per share |
| Total issue value | ¥90,454,000 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥90,454,000 (maximum); estimated net proceeds Not disclosed |
| Payment date | 26 February 2027 |
| Intended allottee | Name アサヒペン Employee Stock Ownership Association / Number of Shares 49,000 shares (maximum) |
| Intended allottee's holding policy | During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a designated account. Eligible employees may not withdraw their restricted stock holdings until the restrictions are lifted. |
| Dilution Rate | 1.09% of the total number of issued shares and 1.44% of the total number of voting rights |
| Total number of issued shares | 4,500,000 shares → 4,549,000 shares (maximum)(1.09%) |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 5 November 2026, ¥1,846. This represents a discount of 0.49% to the one-month average of ¥1,855, a discount of 0.22% to the three-month average of ¥1,850, and a premium of 3.82% to the six-month average of ¥1,778. |
| Transfer restriction period | From 26 February 2027 to 31 March 2032 |
| Conditions for lifting transfer restrictions | The restrictions will be lifted in full upon expiration of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the restricted period. If the employee leaves the association due to retirement, expiration of the employment term, or another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the prescribed date. |
| Reason for acquisition without consideration | If, during the restricted period, the eligible employee engages in conduct that violates laws or regulations or otherwise falls under certain circumstances specified in the restricted stock allotment agreement, or if the restrictions are not lifted upon expiration of the restricted period or at another prescribed time. |
| Categories and Number of Persons Covered | Employees of the Company and its subsidiaries, up to 700 people. 70 shares per person. |
| Total Stock-Based Compensation | Monetary claims of ¥129,220 per eligible employee. The total monetary claims for up to 700 employees will be ¥90,454,000. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate 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 4 Audit & Supervisory Board Members expressed their opinions regarding the legality of the disposal price. |
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 enhance the welfare of eligible employees, support their asset building, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value between eligible employees and shareholders.