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Share Issuance and Disposal4665DUSKIN CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares by Way of Third-Party Allotment for the Grant of Restricted Shares through the Employee Stock Ownership Plan

The company resolved to dispose of up to 84,500 treasury shares to grant restricted stock to eligible employees, with the employee stock ownership plan as the allottee. The actual number of shares and disposal price will be determined at a later date based on the number of eligible employees and the share price on the terms determination date.

Worth reading
51Recurring
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
84500
Shares (maximum)
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 much84,500Shares

The company's common shares: 84,500 shares (maximum; to be determined based on the number of eligible employees)

ダスキン働きさん持株会: 84,500 shares (maximum)

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

The higher of ¥4,926 per share and the closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 12 November 2026
Total issue value

¥416,247,000 (estimated amount)

Amount of funds to be raised
Total payment amount: ¥416,247,000 (estimated amount). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The amount of monetary receivables to be paid as a special incentive bonus: Not disclosed. Estimated total disposal amount: ¥416,247,000.
発行済株式総数

0.18% of total shares issued and 0.18% of total voting rights (assuming the maximum number of shares)

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 the disposal date through 31 May 2031
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible employee remains a member of the employee stock ownership plan throughout that period. The restrictions will also be lifted, at the times and subject to the conditions specified in the document, upon withdrawal from the plan due to mandatory retirement, death, promotion to an officer position or any other reason deemed legitimate by the company, as well as in the event of an overseas assignment or corporate reorganisation.
Reason for acquisition without consideration
Immediately after the restriction period expires or the restrictions are lifted, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Up to 1,690 company employees, with an expected grant of 50 common shares per person. The actual number of eligible employees will be determined at a later date.
Intended allottee's holding policy
During the transfer restriction period, the employee stock ownership plan may not transfer, create security interests over or otherwise dispose of the allocated shares. After the transfer restrictions are lifted, the shares will be converted into ordinary units in accordance with the plan rules.
Payment date
26 March 2027
Basis for determining the amount to be paid
The higher of the ¥4,926 closing price on the Tokyo Stock Exchange Prime Market on 5 November 2026 and the closing price on 12 November 2026, the trading day immediately preceding the terms determination date. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, the document states that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 5 corporate auditors expressed the opinion that the disposal price is lawful.
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 ofThe company's common shares: 84,500 shares (maximum; to be determined based on the number of eligible employees)
Issue price and disposal priceThe higher of ¥4,926 per share and the closing price of the company's common shares on the Tokyo Stock Exchange Prime Market on 12 November 2026
Total issue value¥416,247,000 (estimated amount)
Amount of funds to be raisedTotal payment amount: ¥416,247,000 (estimated amount). Estimated net proceeds: Not disclosed
Payment date26 March 2027
Intended allotteeダスキン働きさん持株会: 84,500 shares (maximum)
Intended allottee's holding policyDuring the transfer restriction period, the employee stock ownership plan may not transfer, create security interests over or otherwise dispose of the allocated shares. After the transfer restrictions are lifted, the shares will be converted into ordinary units in accordance with the plan rules.
Dilution Rate0.18% of total shares issued and 0.18% of total voting rights (assuming the maximum number of shares)
Total number of issued shares48,000,000 shares (as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe higher of the ¥4,926 closing price on the Tokyo Stock Exchange Prime Market on 5 November 2026 and the closing price on 12 November 2026, the trading day immediately preceding the terms determination date. No discount or premium rate is stated.
Transfer restriction periodFrom the disposal date through 31 May 2031
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible employee remains a member of the employee stock ownership plan throughout that period. The restrictions will also be lifted, at the times and subject to the conditions specified in the document, upon withdrawal from the plan due to mandatory retirement, death, promotion to an officer position or any other reason deemed legitimate by the company, as well as in the event of an overseas assignment or corporate reorganisation.
Reason for acquisition without considerationImmediately after the restriction period expires or the restrictions are lifted, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted.
Categories and Number of Persons CoveredUp to 1,690 company employees, with an expected grant of 50 common shares per person. The actual number of eligible employees will be determined at a later date.
Total Stock-Based CompensationThe amount of monetary receivables to be paid as a special incentive bonus: Not disclosed. Estimated total disposal amount: ¥416,247,000.
Procedures under the Corporate Code of ConductBecause the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, the document states that obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 5 corporate auditors expressed the opinion that the disposal price is lawful.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 align the interests of eligible employees and shareholders, support the asset formation of eligible employees, and secure and retain personnel responsible for the growth of the group.

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.
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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 Way of Third-Party Allotment for the Grant of Restricted Shares through the Employee Stock Ownership Plan | DUSKIN CO.,LTD. (4665) timely disclosure | Komori