Komori
Share Issuance and Disposal7231TOPY INDUSTRIES,LIMITEDAutomobiles and transportation equipment

Notice Concerning the Implementation of a Share Grant Program Using an Employee Stock Ownership Plan and the Disposal of Treasury Shares Through a Private Placement

The Company resolved to dispose of up to 56,655 treasury shares through a third-party allotment to the employee shareholding association, in order to provide employees of the Company and its subsidiaries with an opportunity to acquire shares. The actual number of shares to be disposed of will be determined based on employee membership and applications.

Worth reading
40Recurring
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
56655
Shares (maximum number to be disposed of)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (share grant program using an employee shareholding association)

Who receives how much56,655Shares

56,655 common shares of the Company (maximum)

Topy Industries Group Employee Shareholding Association (1 allottee; up to 56,655 shares, within the number of shares applied for)

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

¥3,165 per share
Total issue value

¥179,313,075 (maximum)

発行済株式総数

0.24% of the total number of issued shares and 0.27% of the total number of voting rights (both estimated)

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
No new transfer restrictions or other disposal restrictions will be imposed.
Categories and Number of Persons Covered
Eligible members among employees of the Company and its subsidiaries who meet the prescribed requirements. The number of people and the number of shares allotted by category are Not disclosed.
Intended allottee's holding policy
The shares allotted to the association will be allocated and managed as the interests of eligible members in accordance with the association’s rules and other applicable provisions. No new transfer restrictions or other disposal restrictions will be imposed.
Payment date
5 February 2027
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange Prime Market on 10 November 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥3,165. The deviations from the average closing prices were 4.52% against the one-month average of ¥3,028, 3.77% against the three-month average of ¥3,050, and 8.50% against the six-month average of ¥2,917.
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, the Company determined that it was not necessary to obtain an opinion from an independent party on the necessity and appropriateness of the transaction or to confirm shareholders’ intentions.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (share grant program using an employee shareholding association)
Number of shares to be issued or disposed of56,655 common shares of the Company (maximum)
Issue price and disposal price¥3,165 per share
Total issue value¥179,313,075 (maximum)
Payment date5 February 2027
Intended allotteeTopy Industries Group Employee Shareholding Association (1 allottee; up to 56,655 shares, within the number of shares applied for)
Intended allottee's holding policyThe shares allotted to the association will be allocated and managed as the interests of eligible members in accordance with the association’s rules and other applicable provisions. No new transfer restrictions or other disposal restrictions will be imposed.
Dilution Rate0.24% of the total number of issued shares and 0.27% of the total number of voting rights (both estimated)
Total number of issued shares24,077,510 shares (as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange Prime Market on 10 November 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥3,165. The deviations from the average closing prices were 4.52% against the one-month average of ¥3,028, 3.77% against the three-month average of ¥3,050, and 8.50% against the six-month average of ¥2,917.
Transfer restriction periodNo new transfer restrictions or other disposal restrictions will be imposed.
Categories and Number of Persons CoveredEligible members among employees of the Company and its subsidiaries who meet the prescribed requirements. The number of people and the number of shares allotted by category are Not disclosed.
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, the Company determined that it was not necessary to obtain an opinion from an independent party on the necessity and appropriateness of the transaction or to confirm shareholders’ intentions.
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationTotal 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.

To promote employees’ awareness of participating in management and the sharing of value with shareholders over the medium to long term, support employees’ asset formation as part of measures to strengthen human capital, and increase their sense of belonging to the Company.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Implementation of a Share Grant Program Using an Employee Stock Ownership Plan and the Disposal of Treasury Shares Through a Private Placement | TOPY INDUSTRIES,LIMITED (7231) timely disclosure | Komori