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Share Issuance and Disposal4735KYOSHIN CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Introduction of a Stock Benefit Trust for Employees and the Disposal of Treasury Shares through a Third-Party Allotment

The Company decided to introduce an employee stock benefit trust and dispose of 550,000 treasury shares through a third-party allotment to the trust account. Employees will receive Company shares or other benefits according to their points if they meet certain requirements.

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
550000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

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

Who receives how much550,000Shares

Common shares: 550,000 shares (treasury shares)

株式会社日本カストディ銀行 (Trust Account)550,000 shares

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

¥278 per share
Total issue value

¥152.9 million

Amount of funds to be raised
Total payment amount: ¥152.9 million; estimated net proceeds: Not disclosed
発行済株式総数

As this is a disposal of treasury shares, the increase in total issued shares is Not disclosed

Less than 25% (specific rate: Not disclosed)

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 (the number of employees and allocation by number of shares: Not disclosed)
Payment date
26 October 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 8 October 2026 was ¥278. No discount or premium.
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 shareholder intent are not required. The Audit & Supervisory Committee, comprising 3 members, all of whom are outside directors, expressed the opinion that the process by which it determined that the disposal price did not constitute a particularly favorable disposal price was reasonable and that its determination was appropriate.
Impact on Business Performance
The purpose is to increase employees’ motivation to contribute to improving performance over the medium to long term and enhancing corporate value. The specific amount of the impact on business performance and financial results is Not disclosed.
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 ofCommon shares: 550,000 shares (treasury shares)
Issue price and disposal price¥278 per share
Total issue value¥152.9 million
Amount of funds to be raisedTotal payment amount: ¥152.9 million; estimated net proceeds: Not disclosed
Payment date26 October 2026
Intended allotteeName 株式会社日本カストディ銀行 (Trust Account) / Number of Shares 550,000 shares
Dilution RateLess than 25% (specific rate: Not disclosed)
Total number of issued sharesAs this is a disposal of treasury shares, the increase in total issued shares is Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 8 October 2026 was ¥278. No discount or premium.
Categories and Number of Persons CoveredEmployees of the Company (the number of employees and allocation by number of shares: Not disclosed)
Procedures under the Corporate Code of ConductBecause 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 shareholder intent are not required. The Audit & Supervisory Committee, comprising 3 members, all of whom are outside directors, expressed the opinion that the process by which it determined that the disposal price did not constitute a particularly favorable disposal price was reasonable and that its determination was appropriate.
Impact on Business PerformanceThe purpose is to increase employees’ motivation to contribute to improving performance over the medium to long term and enhancing corporate value. The specific amount of the impact on business performance and financial results is Not disclosed.
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsIntended 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 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 increase employees’ motivation to contribute to improving performance over the medium to long term and enhancing corporate value. The arrangement is also expected to increase employees’ motivation to improve performance with an awareness of the share price and their awareness of participating in management.

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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 Introduction of a Stock Benefit Trust for Employees and the Disposal of Treasury Shares through a Third-Party Allotment | KYOSHIN CO.,LTD. (4735) timely disclosure | Komori