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Share Issuance and Disposal5915KOMAIHALTEC Inc.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Association

The Company resolved to dispose of up to 45,904 treasury shares, with the employee stock ownership plan as the intended allottee, for a restricted stock incentive. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of employees who agree to participate in the plan.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
45904
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)

Who receives how much

The Company's common shares: up to 45,904 shares (management: up to 114 people and 10,830 shares; general employees: up to 364 people and 25,844 shares; subsidiary employees: up to 130 people and 9,230 shares)

駒井ハルテック Employee Stock Ownership Plan: up to 45,904 shares

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

¥2,100 per share
Total issue value

¥96,398,400 (maximum)

Amount of funds to be raised
Total payment amount: ¥96,398,400 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims as a special incentive bonus. The amount is equivalent to a maximum of ¥96,398,400 (¥2,100 per share × up to 45,904 shares).
発行済株式総数

0.92% of total shares issued and 1.01% of total voting rights (based on the maximum number of shares to be disposed of)

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 12 March 2027 to 5 July 2030
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of this employee stock ownership plan throughout the period. Restrictions will also be lifted upon withdrawal from the plan upon reaching retirement age or for another legitimate reason, and when the employee becomes a non-resident, in accordance with the stated conditions.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee commits a violation of laws or regulations or falls under another specified circumstance set out in the allocation agreement. The Company may also acquire the shares without consideration if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at a prescribed lifting date.
Categories and Number of Persons Covered
Up to 608 employees of the Company and its subsidiaries (management: up to 114 people and 10,830 shares; general employees: up to 364 people and 25,844 shares; subsidiary employees: up to 130 people and 9,230 shares)
Payment date
12 March 2027
Basis for determining the amount to be paid
The closing price on 12 November 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Standard Market was ¥2,100. The deviations from the average closing price were -1.08% for the one-month period (13 October 2026 to 12 November 2026), -8.85% for the three-month period (13 August 2026 to 12 November 2026), and -7.81% for the six-month period (13 May 2026 to 12 November 2026).
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 a shareholder approval process are not required. All 3 audit and supervisory board members, including 2 outside members, expressed their opinions on the legality of the disposal price.
Impact on Business Performance
The Company believes that this will provide the eligible employees with an incentive to achieve sustained improvement in corporate value and contribute to increasing the corporate value of the Company's Group.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Number of shares to be issued or disposed ofThe Company's common shares: up to 45,904 shares (management: up to 114 people and 10,830 shares; general employees: up to 364 people and 25,844 shares; subsidiary employees: up to 130 people and 9,230 shares)
Issue price and disposal price¥2,100 per share
Total issue value¥96,398,400 (maximum)
Amount of funds to be raisedTotal payment amount: ¥96,398,400 (maximum); estimated net proceeds: Not disclosed
Payment date12 March 2027
Intended allottee駒井ハルテック Employee Stock Ownership Plan: up to 45,904 shares
Dilution Rate0.92% of total shares issued and 1.01% of total voting rights (based on the maximum number of shares to be disposed of)
Total number of issued shares4,972,709 shares (as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on 12 November 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Standard Market was ¥2,100. The deviations from the average closing price were -1.08% for the one-month period (13 October 2026 to 12 November 2026), -8.85% for the three-month period (13 August 2026 to 12 November 2026), and -7.81% for the six-month period (13 May 2026 to 12 November 2026).
Transfer restriction periodFrom 12 March 2027 to 5 July 2030
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of this employee stock ownership plan throughout the period. Restrictions will also be lifted upon withdrawal from the plan upon reaching retirement age or for another legitimate reason, and when the employee becomes a non-resident, in accordance with the stated conditions.
Reason for acquisition without considerationIf, during the restricted transfer period, the employee commits a violation of laws or regulations or falls under another specified circumstance set out in the allocation agreement. The Company may also acquire the shares without consideration if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at a prescribed lifting date.
Categories and Number of Persons CoveredUp to 608 employees of the Company and its subsidiaries (management: up to 114 people and 10,830 shares; general employees: up to 364 people and 25,844 shares; subsidiary employees: up to 130 people and 9,230 shares)
Total Stock-Based CompensationMonetary claims as a special incentive bonus. The amount is equivalent to a maximum of ¥96,398,400 (¥2,100 per share × up to 45,904 shares).
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, obtaining an opinion from an independent third party and conducting a shareholder approval process are not required. All 3 audit and supervisory board members, including 2 outside members, expressed their opinions on the legality of the disposal price.
Impact on Business PerformanceThe Company believes that this will provide the eligible employees with an incentive to achieve sustained improvement in corporate value and contribute to increasing the corporate value of the Company's Group.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 enhance the welfare of employees of the Company and its subsidiaries, foster awareness of improving corporate value through the return of value to employees in the form of shares, and promote the sharing of value between employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Association | KOMAIHALTEC Inc. (5915) timely disclosure | Komori