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Share Issuance and Disposal6013TAKUMA CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment in Connection with the Introduction of the Stock Compensation Trust (J-ESOP-RS)

The Company resolved to dispose of 150,000 treasury shares to the trust account as operating assets of the Stock Benefit Trust (J-ESOP-RS). The shares allocated to eligible management employees will cover the 5 fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2031.

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
0.2
Dilution rate (percentage of total shares issued, %)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (Stock Benefit Trust (J-ESOP-RS))

Who receives how much150,000Shares

150,000 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account)150,000 shares

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

¥2,785 per share
発行済株式総数

0.20% of total shares issued and 0.21% of total voting rights

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
Management employees who meet certain conditions (eligible employees). The breakdown of the number of employees and allocated shares is Not disclosed
Intended allottee's holding policy
The trust account will hold and dispose of the Company's shares in operating this program and will use them to deliver shares to eligible employees.
Basis for determining the amount to be paid
The closing price of ¥2,785 on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution. This represents 99.79% of the average closing price of ¥2,791 for the preceding 1 month, 97.86% of the average closing price of ¥2,846 for the preceding 3 months, and 104.31% of the average closing price of ¥2,670 for the preceding 6 months.
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 shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price does not constitute a particularly favorable disposal price.
Most recent equity financing
Introduction of the Stock Benefit Trust (J-ESOP-RS) announced on 25 March 2026 (the amount is Not disclosed in this document)
Impact on Business Performance
No disclosure has been made regarding the impact on financial results: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (Stock Benefit Trust (J-ESOP-RS))
Number of shares to be issued or disposed of150,000 common shares (treasury shares)
Issue price and disposal price¥2,785 per share
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 150,000 shares
Intended allottee's holding policyThe trust account will hold and dispose of the Company's shares in operating this program and will use them to deliver shares to eligible employees.
Dilution Rate0.20% of total shares issued and 0.21% of total voting rights
Total number of issued shares75,689,100 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥2,785 on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution. This represents 99.79% of the average closing price of ¥2,791 for the preceding 1 month, 97.86% of the average closing price of ¥2,846 for the preceding 3 months, and 104.31% of the average closing price of ¥2,670 for the preceding 6 months.
Categories and Number of Persons CoveredManagement employees who meet certain conditions (eligible employees). The breakdown of the number of employees and allocated shares is 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 shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price does not constitute a particularly favorable disposal price.
Most recent equity financingIntroduction of the Stock Benefit Trust (J-ESOP-RS) announced on 25 March 2026 (the amount is Not disclosed in this document)
Impact on Business PerformanceNo disclosure has been made regarding the impact on financial results: Not disclosed
Items this document does not state (16)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 enable the trust to hold and dispose of the Company's shares in operating the Stock Benefit Trust and to deliver shares to management employees who meet certain conditions. The number of shares to be disposed of corresponds to the number of shares expected to be delivered to eligible employees during the trust period.

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Notice Concerning the Disposal of Treasury Shares Through a Third-Party Allotment in Connection with the Introduction of the Stock Compensation Trust (J-ESOP-RS) | TAKUMA CO.,LTD. (6013) timely disclosure | Komori