Details of issuance or disposal
Disposal of treasury shares as restricted stock through the employee shareholding association
29,900 common shares of the Company (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
Total payment amount: ¥314,548,000; approximate net proceeds: Not disclosed
0.16% of total issued shares and 0.20% of total voting rights (based on the maximum number of 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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock through the employee shareholding association |
| Number of shares to be issued or disposed of | 29,900 common shares of the Company (maximum) |
| Issue price and disposal price | ¥10,520 per share |
| Amount of funds to be raised | Total payment amount: ¥314,548,000; approximate net proceeds: Not disclosed |
| Payment date | 25 August 2026 |
| Intended allottee | Name Megachips Employee Shareholding Association / Number of Shares 29,900 shares (maximum) |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, including withdrawals by the eligible employees, pledged or otherwise disposed of. The transfer restriction period runs from the disposal date through 1 July 2030. |
| Dilution Rate | 0.16% of total issued shares and 0.20% of total voting rights (based on the maximum number of shares) |
| Total number of issued shares | 19,046,900 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026 was ¥10,520. The deviations from the simple average closing price were -7.99% for the one-month period from 26 May to 25 June 2026, 0.45% for the three-month period from 26 March to 25 June 2026, and 9.66% for the six-month period from 26 December 2025 to 25 June 2026. |
| Transfer restriction period | From the disposal date through 1 July 2030 |
| Conditions for lifting transfer restrictions | Provided that the eligible employee remains a member of the employee shareholding association throughout the transfer restriction period, the transfer restrictions on all of the allocated shares corresponding to the number of shares held by the eligible employee who has satisfied the conditions will be lifted upon expiration of the transfer restriction period. |
| Reason for acquisition without consideration | All allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period will be acquired without consideration. |
| Categories and Number of Persons Covered | Eligible employees (the number will be determined after confirmation of consent is completed); allocated shares: 29,900 (maximum) |
| Total Stock-Based Compensation | ¥314,548,000 in monetary claims to be paid as a special incentive payment (maximum) |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate. |
Items this document does not state (12)
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 provide Company employees with incentives to achieve sustained growth in corporate value, promote value sharing between employees and shareholders, and assist employees in building personal assets.