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Share Issuance and Disposal7241FUTABA INDUSTRIAL CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 186,720 treasury shares as restricted stock for employees of the Company and its subsidiaries. The actual number of shares will be determined based on the number of employees who agree to participate in the plan.

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Neutral
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186720
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Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan

Who receives how much186,720Shares

186,720 common shares of the Company (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)

フタバ Employee Shareholding Association (maximum of 186,720 shares)

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

¥1,115 per share
Total issue value

¥208,192,800 (maximum)

Amount of funds to be raised
Total payment amount: ¥208,192,800 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥89,200 per eligible employee
発行済株式総数

0.21% (of the total number of shares issued and 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.

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 1 March 2027 to 31 May 2029
Conditions for lifting transfer restrictions
The restrictions will be lifted upon expiration of the restriction period, provided that the eligible employee has remained a member of the Employee Shareholding Association throughout the restriction period. In the event of withdrawal from the association due to retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. If the employee becomes a non-resident due to an overseas transfer or other such reason, the restrictions will be lifted on the date the overseas transfer or other event is decided.
Reason for acquisition without consideration
If the employee engages in conduct that violates laws or regulations during the restriction period, or otherwise falls under one of the specified circumstances set forth in the allocation agreement. If the restrictions are not lifted upon expiration of the restriction period or at the prescribed release date.
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries: up to 2,334 people, 80 shares per person
Intended allottee's holding policy
During the restriction period, transfers, the creation of security interests and other dispositions, as well as withdrawals from the Employee Shareholding Association, will be restricted.
Payment date
1 March 2027
Basis for determining the amount to be paid
The closing price on the Prime Market of the Tokyo Stock Exchange on 28 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,115. The deviations from the average closing price were 1.09% for the 1-month period (31 August 2026 to 28 September 2026), 5.99% for the 3-month period (29 June 2026 to 28 September 2026), and 9.74% for the 6-month period (30 March 2026 to 28 September 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, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Number of shares to be issued or disposed of186,720 common shares of the Company (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
Issue price and disposal price¥1,115 per share
Total issue value¥208,192,800 (maximum)
Amount of funds to be raisedTotal payment amount: ¥208,192,800 (maximum). Estimated net proceeds: Not disclosed
Payment date1 March 2027
Intended allotteeフタバ Employee Shareholding Association (maximum of 186,720 shares)
Intended allottee's holding policyDuring the restriction period, transfers, the creation of security interests and other dispositions, as well as withdrawals from the Employee Shareholding Association, will be restricted.
Dilution Rate0.21% (of the total number of shares issued and total voting rights)
Total number of issued shares89,580,827 shares (as of 30 June 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Prime Market of the Tokyo Stock Exchange on 28 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,115. The deviations from the average closing price were 1.09% for the 1-month period (31 August 2026 to 28 September 2026), 5.99% for the 3-month period (29 June 2026 to 28 September 2026), and 9.74% for the 6-month period (30 March 2026 to 28 September 2026).
Transfer restriction periodFrom 1 March 2027 to 31 May 2029
Conditions for lifting transfer restrictionsThe restrictions will be lifted upon expiration of the restriction period, provided that the eligible employee has remained a member of the Employee Shareholding Association throughout the restriction period. In the event of withdrawal from the association due to retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. If the employee becomes a non-resident due to an overseas transfer or other such reason, the restrictions will be lifted on the date the overseas transfer or other event is decided.
Reason for acquisition without considerationIf the employee engages in conduct that violates laws or regulations during the restriction period, or otherwise falls under one of the specified circumstances set forth in the allocation agreement. If the restrictions are not lifted upon expiration of the restriction period or at the prescribed release date.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries: up to 2,334 people, 80 shares per person
Total Stock-Based CompensationMonetary receivables of ¥89,200 per eligible employee
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, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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.

To enhance employee welfare, support employees in building personal assets, provide incentives for the sustained enhancement of corporate value, and promote value sharing between employees and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | FUTABA INDUSTRIAL CO.,LTD. (7241) timely disclosure | Komori