Details of issuance or disposal
Disposal of treasury shares as restricted stock through a third-party allotment
60,500 shares of the Company's common stock (maximum; assuming 100 shares are granted uniformly to each of 605 eligible employees)
The lower thin line represents the existing number of shares to which these shares will be added.
¥108,597,500 (maximum)
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.
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 a third-party allotment |
| Number of shares to be issued or disposed of | 60,500 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 raised | Total payment amount ¥108,597,500 (maximum) / Estimated net proceeds Not disclosed |
| Payment date | 7 August 2026 |
| Intended allottee | Name フジオーゼックス Employee Stock Ownership Plan / Number of Shares 60,500 shares (maximum) |
| 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. |
| Dilution Rate | 0.59% of total shares issued and 0.62% of total voting rights (assuming the maximum amount) |
| Total number of issued shares | 10,279,750 shares → Not disclosed |
| 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. |
| 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. |
| 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). |
| 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 |
Items this document does not state (10)
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.