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Share Issuance and Disposal7299FUJI OOZX Inc.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 60,500 treasury shares to grant transfer-restricted shares to eligible employees through the Employee Stock Ownership Plan. The actual number of shares and total disposal amount will be determined at a later date based on the number of participants in the plan.

Worth reading
48Recurring
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
60500
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much

60,500 shares of the Company's common stock (maximum; assuming 100 shares are granted uniformly to each of 605 eligible employees)

フジオーゼックス Employee Stock Ownership Plan60,500 shares (maximum)

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

¥1,795 per share
Total issue value

¥108,597,500 (maximum)

Amount of funds to be raised
Total payment amount ¥108,597,500 (maximum) / Estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary receivables to be paid as a special incentive payment, with a maximum value of ¥108,597,500 (60,500 shares × ¥1,795).
発行済株式総数

0.59% of total shares issued and 0.62% of total voting rights (assuming the maximum amount)

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 7 August 2026 to 8 August 2029
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the period, provided that the eligible employee has remained a member of the Plan throughout the transfer restriction period. If the employee leaves the Plan upon retirement or for another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted on the business day following the date on which the withdrawal application is accepted. In the event of a reorganization or similar event, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
Immediately after the transfer restriction period expires, the Company will acquire without consideration all allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Eligible employees who are members of the Plan and agree to participate in this plan. Up to 605 employees, assuming 100 shares per employee. The actual number of employees and allocated shares will be determined based on the number of participants.
Intended allottee's holding policy
During the transfer restriction period, the Plan may not transfer, create security interests over, or otherwise dispose of the allocated shares. Eligible employees may not withdraw their interests in the allocated shares until the transfer restrictions are lifted.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 22 April 2026 was ¥1,795. This represents a discount of 2.76% to the simple average closing price of ¥1,846 for the preceding month, a discount of 9.62% to the three-month average of ¥1,986, and a discount of 5.33% to the six-month average of ¥1,896.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 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 procedures to confirm shareholder intent under Article 432 of the Tokyo Stock Exchange Listing Regulations. All Audit and Supervisory Committee members have stated their opinion that the disposal price is lawful.
Impact on Business Performance
Specific information regarding the impact of this disposal of treasury shares on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed of60,500 shares of the Company's common stock (maximum; assuming 100 shares are granted uniformly to each of 605 eligible employees)
Issue price and disposal price¥1,795 per share
Total issue value¥108,597,500 (maximum)
Amount of funds to be raisedTotal payment amount ¥108,597,500 (maximum) / Estimated net proceeds Not disclosed
Payment date7 August 2026
Intended allotteeName フジオーゼックス Employee Stock Ownership Plan / Number of Shares 60,500 shares (maximum)
Intended allottee's holding policyDuring the transfer restriction period, the Plan may not transfer, create security interests over, or otherwise dispose of the allocated shares. Eligible employees may not withdraw their interests in the allocated shares until the transfer restrictions are lifted.
Dilution Rate0.59% of total shares issued and 0.62% of total voting rights (assuming the maximum amount)
Total number of issued shares10,279,750 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 22 April 2026 was ¥1,795. This represents a discount of 2.76% to the simple average closing price of ¥1,846 for the preceding month, a discount of 9.62% to the three-month average of ¥1,986, and a discount of 5.33% to the six-month average of ¥1,896.
Transfer restriction periodFrom 7 August 2026 to 8 August 2029
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the period, provided that the eligible employee has remained a member of the Plan throughout the transfer restriction period. If the employee leaves the Plan upon retirement or for another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted on the business day following the date on which the withdrawal application is accepted. In the event of a reorganization or similar event, the restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationImmediately after the transfer restriction period expires, the Company will acquire without consideration all allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredEligible employees who are members of the Plan and agree to participate in this plan. Up to 605 employees, assuming 100 shares per employee. The actual number of employees and allocated shares will be determined based on the number of participants.
Total Stock-Based CompensationMonetary receivables to be paid as a special incentive payment, with a maximum value of ¥108,597,500 (60,500 shares × ¥1,795).
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 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 procedures to confirm shareholder intent under Article 432 of the Tokyo Stock Exchange Listing Regulations. All Audit and Supervisory Committee members have stated their opinion that the disposal price is lawful.
Impact on Business PerformanceSpecific information regarding the impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 support the asset formation of eligible employees, heighten their awareness of the Company's performance and share price, promote the sharing of value with shareholders, and increase motivation to enhance corporate value.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | FUJI OOZX Inc. (7299) timely disclosure | Komori