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Share Issuance and Disposal7433Hakuto Co.,Ltd.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares by Way of a Third-Party Allotment in Connection with the Introduction of the "Trust-Type Employee Shareholding Incentive Plan (E-Ship)"

The Company resolved to dispose of 165,900 treasury shares it holds through a third-party allotment to the designated trust account of Nomura Trust and Banking Co., Ltd. for the introduction of a trust-type employee shareholding incentive plan.

Worth reading
53Recurring
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
0.78
Dilution rate relative to the number of issued shares (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much165,900Shares

165,900 common shares of the Company (treasury shares)

Nomura Trust and Banking Co., Ltd. (designated trust account for the 伯東 Employee Shareholding Association)165,900 shares

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

¥4,520 per share
Amount of funds to be raised

Total subscription payments: ¥749,868,000; estimated net proceeds: Not disclosed

発行済株式総数

0.78% of the issued shares and 0.89% of the 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.

Intended allottee's holding policy
The shares will be transferred in small amounts each month from the trust account to the employee shareholding association. The trust period is from 19 May 2026 to 28 March 2029.
Payment date
19 August 2026
Basis for determining the amount to be paid
The closing price of ¥4,520 on the Prime Market of the Tokyo Stock Exchange on 18 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviation from the average closing price was 5.76% for the one-month period from 20 April to 18 May 2026, 5.88% for the three-month period from 19 February to 18 May 2026, and 9.55% for the six-month period from 19 November 2025 to 18 May 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 members, all of whom are outside directors, expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of165,900 common shares of the Company (treasury shares)
Issue price and disposal price¥4,520 per share
Amount of funds to be raisedTotal subscription payments: ¥749,868,000; estimated net proceeds: Not disclosed
Payment date19 August 2026
Intended allotteeName Nomura Trust and Banking Co., Ltd. (designated trust account for the 伯東 Employee Shareholding Association) / Number of Shares 165,900 shares
Intended allottee's holding policyThe shares will be transferred in small amounts each month from the trust account to the employee shareholding association. The trust period is from 19 May 2026 to 28 March 2029.
Dilution Rate0.78% of the issued shares and 0.89% of the total voting rights
Total number of issued shares21,137,213 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥4,520 on the Prime Market of the Tokyo Stock Exchange on 18 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviation from the average closing price was 5.76% for the one-month period from 20 April to 18 May 2026, 5.88% for the three-month period from 19 February to 18 May 2026, and 9.55% for the six-month period from 19 November 2025 to 18 May 2026.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 members, all of whom are outside directors, expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
Items this document does not state (17)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / 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 provide employees with an incentive to enhance corporate value over the medium to long term and to ensure a stable and continuous supply of shares to the employee shareholding association. The Company explains that, because the treasury shares will be transferred in small amounts each month from the trust account to the employee shareholding association, the impact of the disposal will be minor and the scale of the dilution reasonable.

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Notice Regarding the Disposal of Treasury Shares by Way of a Third-Party Allotment in Connection with the Introduction of the "Trust-Type Employee Shareholding Incentive Plan (E-Ship)" | Hakuto Co.,Ltd. (7433) timely disclosure | Komori