Introduction of a Stock Benefit Trust (Employee Stock Ownership Plan Disposal Type—SLL), Disposal of Treasury Shares through a Third-Party Allotment, and Change in Major Shareholder
Reporting company INFRONEER Holdings Inc., major shareholder 光が丘興産株式会社, and The Custody Bank of Japan, Ltd. (Trust Account E)
Common shares of INFRONEER Holdings Inc. and the INFRONEER Holdings Employee Stock Ownership Plan
The system will be introduced to enhance employee welfare, raise employees’ awareness of the share price and motivation to work, and promote awareness of sustainability management and enhance corporate value. The change in major shareholder results from the increase in the total number of voting rights due to the disposal of treasury shares, which will relatively reduce 光が丘興産株式会社’s voting rights ratio.
The change in major shareholder will have no impact on consolidated results or other consolidated performance. Total proceeds from the disposal of treasury shares: ¥13,532,968,300 (total disposal proceeds)
The change in major shareholder will have no impact on consolidated results or other consolidated performance.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
266,943 voting rights (26,694,380 shares), 10.24%, as of 31 March 2026
266,943 voting rights (26,694,380 shares), 9.99% (as of 28 May 2026, following the BBT and J-ESOP disposal), and 9.79% (as of 10 June 2026, following this disposal of treasury shares)
Related procedures
Disposal of treasury shares through a third-party allotment, conditional on the effectiveness of the shelf registration statement.
The trust is scheduled to be established on 10 June 2026, and 5,664,700 treasury shares are scheduled to be disposed of on the same date. The Company will further accelerate its sustainability management initiatives through the use of the SLL. The change in major shareholder will have no impact on consolidated results or other consolidated performance.
| Item | Details |
|---|---|
| Event name | Introduction of a Stock Benefit Trust (Employee Stock Ownership Plan Disposal Type—SLL), Disposal of Treasury Shares through a Third-Party Allotment, and Change in Major Shareholder |
| Date of occurrence | 13 May 2026 (date of the Board of Directors’ resolution). The expected dates of the change in major shareholder are 28 May 2026 and 10 June 2026. |
| Subject Entity | Reporting company INFRONEER Holdings Inc., major shareholder 光が丘興産株式会社, and The Custody Bank of Japan, Ltd. (Trust Account E) |
| Target Locations / Products | Common shares of INFRONEER Holdings Inc. and the INFRONEER Holdings Employee Stock Ownership Plan |
| Cause | The system will be introduced to enhance employee welfare, raise employees’ awareness of the share price and motivation to work, and promote awareness of sustainability management and enhance corporate value. The change in major shareholder results from the increase in the total number of voting rights due to the disposal of treasury shares, which will relatively reduce 光が丘興産株式会社’s voting rights ratio. |
| Amount of Impact on Business Performance | The change in major shareholder will have no impact on consolidated results or other consolidated performance. Total proceeds from the disposal of treasury shares: ¥13,532,968,300 (total disposal proceeds) |
| Impact on Earnings Forecast | The change in major shareholder will have no impact on consolidated results or other consolidated performance. |
| Type of litigation or proceeding | Disposal of treasury shares through a third-party allotment, conditional on the effectiveness of the shelf registration statement. |
| Date of filing / date of action | 10 June 2026 (date of disposal of treasury shares) |
| Voting rights ownership percentage before the change | 266,943 voting rights (26,694,380 shares), 10.24%, as of 31 March 2026 |
| Voting rights ownership percentage after the change | 266,943 voting rights (26,694,380 shares), 9.99% (as of 28 May 2026, following the BBT and J-ESOP disposal), and 9.79% (as of 10 June 2026, following this disposal of treasury shares) |
| Outlook | The trust is scheduled to be established on 10 June 2026, and 5,664,700 treasury shares are scheduled to be disposed of on the same date. The Company will further accelerate its sustainability management initiatives through the use of the SLL. The change in major shareholder will have no impact on consolidated results or other consolidated performance. |
Items this document does not state (13)
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 purposes are to enhance employee welfare, raise employees’ awareness of the share price and motivation to work, and promote awareness of sustainability management and enhance corporate value through the SLL. The change in major shareholder results from the increase in the total number of voting rights due to the disposal of treasury shares, which will relatively reduce 光が丘興産株式会社’s voting rights ratio.