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
161075005
Yen (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Who receives how much50,573Shares
Common shares: up to 50,573 shares (the actual number of shares will be determined based on the number of eligible employees who agree to participate and other factors)
NORITAKE employee stock ownership plan: up to 50,573 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,185 per share
Total issue value
¥161,075,005 (maximum)
Amount of funds to be raised
Total payment amount: ¥161,075,005 (maximum) / Estimated net proceeds: Not disclosed
発行済株式総数
0.09% of total issued shares and 0.09% of total voting rights (based on 50,573 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 25 February 2027 until the date on which the eligible employee leaves the Company
Conditions for lifting transfer restrictions
The eligible employee must remain a member of the plan throughout the restricted transfer period. In cases such as withdrawal from the plan for a valid reason, the transfer restriction will be lifted on the date the withdrawal application is accepted or another applicable date.
Reason for acquisition without consideration
If an eligible employee engages in an illegal act during the restricted transfer period or otherwise falls under any of the specified circumstances set out in the allocation agreement. Shares for which the transfer restriction has not been lifted as of the end of the restricted transfer period or the date on which the restriction is lifted will also be acquired by the Company without consideration.
Categories and Number of Persons Covered
Up to 412 employees in the Company's core positions. Breakdown: executive officers with executive-level status: up to 5 people, 314 shares; M1 and P1: up to 46 people, 220 shares; M2 and P2: up to 74 people, 157 shares; M3 and P3: up to 287 people, 95 shares.
Intended allottee's holding policy
Shares held by the plan will be managed in a dedicated account. During the restricted transfer period, transfers, the creation of security interests, other dispositions and withdrawals will be restricted.
Payment date
25 February 2027
Basis for determining the amount to be paid
The closing price on 4 November 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Prime Market was ¥3,185. The deviation from the average closing price was -6.95% versus the one-month average of ¥3,423, -10.61% versus the three-month average of ¥3,563, and -13.05% versus the six-month average of ¥3,663.
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, obtaining an opinion from an independent third party and conducting procedures to ascertain shareholder intent are not required. The Audit and Supervisory Committee, consisting of 3 members including 2 outside directors, has stated that the disposal price is lawful and does not constitute a particularly favorable price.
Impact on Business Performance
The Company believes the transaction will contribute to an increase in corporate value, but its impact on earnings and financial condition in monetary or percentage terms is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment) |
| Number of shares to be issued or disposed of | Common shares: up to 50,573 shares (the actual number of shares will be determined based on the number of eligible employees who agree to participate and other factors) |
| Issue price and disposal price | ¥3,185 per share |
| Total issue value | ¥161,075,005 (maximum) |
| Amount of funds to be raised | Total payment amount: ¥161,075,005 (maximum) / Estimated net proceeds: Not disclosed |
| Payment date | 25 February 2027 |
| Intended allottee | NORITAKE employee stock ownership plan: up to 50,573 shares |
| Intended allottee's holding policy | Shares held by the plan will be managed in a dedicated account. During the restricted transfer period, transfers, the creation of security interests, other dispositions and withdrawals will be restricted. |
| Dilution Rate | 0.09% of total issued shares and 0.09% of total voting rights (based on 50,573 shares) |
| Total number of issued shares | 56,206,996 shares (as of 30 September 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price on 4 November 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Prime Market was ¥3,185. The deviation from the average closing price was -6.95% versus the one-month average of ¥3,423, -10.61% versus the three-month average of ¥3,563, and -13.05% versus the six-month average of ¥3,663. |
| Transfer restriction period | From 25 February 2027 until the date on which the eligible employee leaves the Company |
| Conditions for lifting transfer restrictions | The eligible employee must remain a member of the plan throughout the restricted transfer period. In cases such as withdrawal from the plan for a valid reason, the transfer restriction will be lifted on the date the withdrawal application is accepted or another applicable date. |
| Reason for acquisition without consideration | If an eligible employee engages in an illegal act during the restricted transfer period or otherwise falls under any of the specified circumstances set out in the allocation agreement. Shares for which the transfer restriction has not been lifted as of the end of the restricted transfer period or the date on which the restriction is lifted will also be acquired by the Company without consideration. |
| Categories and Number of Persons Covered | Up to 412 employees in the Company's core positions. Breakdown: executive officers with executive-level status: up to 5 people, 314 shares; M1 and P1: up to 46 people, 220 shares; M2 and P2: up to 74 people, 157 shares; M3 and P3: up to 287 people, 95 shares. |
| 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, obtaining an opinion from an independent third party and conducting procedures to ascertain shareholder intent are not required. The Audit and Supervisory Committee, consisting of 3 members including 2 outside directors, has stated that the disposal price is lawful and does not constitute a particularly favorable price. |
| Impact on Business Performance | The Company believes the transaction will contribute to an increase in corporate value, but its impact on earnings and financial condition in monetary or percentage terms is Not disclosed. |
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal 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.The objectives are to share value with eligible employees who are shareholders, provide incentives to promote sustained growth in corporate value, enhance employee benefits, and improve employee engagement.
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.