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Share Issuance and Disposal7164ZENKOKU HOSHO Co.,Ltd.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (J-ESOP and J-ESOP-RS)

The Company resolved to dispose of 480,000 treasury shares to the trust account so that the trust can acquire the shares necessary to continue the Stock Benefit Trust (J-ESOP and J-ESOP-RS).

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480000
Shares
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the Stock Benefit Trust (J-ESOP and J-ESOP-RS)

Who receives how much480,000Shares

Treasury shares: 480,000 common shares

Japan Custody Bank, Ltd. (Trust E Account)480,000 shares

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

¥3,065 per share
Amount of funds to be raised

Total payment amount: ¥1,471,200,000; estimated net proceeds: Not disclosed

Specific use of funds
Additional contribution to the trust so that it can acquire the shares expected to be required for future benefits as the plan continuesAmount ¥1,471,200,000 / Scheduled timing of expenditures 6 August 2026
発行済株式総数

0.35% of total shares issued and 0.36% 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
The Company's employees and the directors and employees of the Company's subsidiaries. Number of eligible recipients: Not disclosed.
Intended allottee's holding policy
The trust will acquire, hold and dispose of the Company's shares in order to provide benefits to employees and other eligible recipients under the program.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution was ¥3,065. The discount rate and premium rate are Not disclosed.
Most recent equity financing
Timing 19 May 2014 / Type Introduction of the stock-delivery trust (J-ESOP) / Amount Not disclosed, Timing 16 March 2026 / Type Introduction of the Stock Benefit Trust (J-ESOP-RS) / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the Stock Benefit Trust (J-ESOP and J-ESOP-RS)
Number of shares to be issued or disposed ofTreasury shares: 480,000 common shares
Issue price and disposal price¥3,065 per share
Amount of funds to be raisedTotal payment amount: ¥1,471,200,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional contribution to the trust so that it can acquire the shares expected to be required for future benefits as the plan continues / Amount ¥1,471,200,000 / Scheduled timing of expenditures 6 August 2026
Payment date6 August 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 480,000 shares
Intended allottee's holding policyThe trust will acquire, hold and dispose of the Company's shares in order to provide benefits to employees and other eligible recipients under the program.
Dilution Rate0.35% of total shares issued and 0.36% of total voting rights
Total number of issued shares137,743,580 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution was ¥3,065. The discount rate and premium rate are Not disclosed.
Categories and Number of Persons CoveredThe Company's employees and the directors and employees of the Company's subsidiaries. Number of eligible recipients: Not disclosed.
Most recent equity financingTiming 19 May 2014 / Type Introduction of the stock-delivery trust (J-ESOP) / Amount Not disclosed, Timing 16 March 2026 / Type Introduction of the Stock Benefit Trust (J-ESOP-RS) / Amount Not disclosed
Items this document does not state (15)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor shareholders after the offeringImpact on Business Performance

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 trust will acquire the shares expected to be necessary for future benefits in order to continue the program. The number of shares corresponds to the shares expected to be delivered to employees and other eligible recipients over the 5 fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2031, and the Company determined that the resulting dilution was reasonable in light of the purpose of the program.

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Notice Concerning the Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (J-ESOP and J-ESOP-RS) | ZENKOKU HOSHO Co.,Ltd. (7164) timely disclosure | Komori