Komori
Share Issuance and Disposal7604UMENOHANA GROUP CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors Other Than Outside Directors

The Company resolved to dispose of 7,500 treasury shares as restricted stock compensation for 6 directors other than outside directors. The disposal price is ¥891 per share, and the transfer restrictions will remain in place until each director retires or resigns from any position as an officer or employee of the Company Group.

Worth reading
45Recurring
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
7500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,500Shares

7,500 common shares of the Company (no issuance of new shares; disposal of treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 7,200 shares
The Company's directors who are Audit & Supervisory Committee members (excluding outside directors)1 / 300 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥891 per share
Total issue value

¥6,682,500

Amount of funds to be raised
As aggregate monetary compensation receivables of ¥6,682,500 will be contributed in kind, no cash will be raised by the Company, and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Aggregate monetary compensation receivables of ¥6,682,500. The annual compensation limits are ¥25 million for directors (excluding directors who are Audit & Supervisory Committee members) and ¥2 million for directors who are Audit & Supervisory Committee members.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Less than 25% (specific rate: Not disclosed)

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 28 August 2026 until the date on which each eligible director retires or resigns from any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds a position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries during the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of retirement or resignation due to death, all shares will be released immediately after the retirement or resignation.
Reason for acquisition without consideration
If an eligible director retires or resigns from all positions as an officer or employee of the Company Group during the service period, the Company will acquire all or a portion of the shares without consideration, depending on the reason and other circumstances or in proportion to the period of service. The Company will acquire without consideration any shares whose transfer restrictions have not been released upon expiration of the transfer restriction period or upon retirement or resignation. In the event of a corporate reorganization or similar transaction, the Company will acquire all shares allotted under this arrangement without consideration.
Categories and Number of Persons Covered
Category Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 7,200 shares, Category Directors who are Audit & Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of allocated shares 300 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period will run from 28 August 2026 until the date on which each eligible director retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries.
Payment date
28 August 2026
Basis for determining the amount to be paid
The amount was based on the closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 10 August 2026. The price is ¥891 per share; the discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
As the dilution rate 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 as prescribed in Article 432 of the Securities Listing Regulations of the Tokyo Stock Exchange.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of7,500 common shares of the Company (no issuance of new shares; disposal of treasury shares)
Issue price and disposal price¥891 per share
Total issue value¥6,682,500
Amount of funds to be raisedAs aggregate monetary compensation receivables of ¥6,682,500 will be contributed in kind, no cash will be raised by the Company, and the estimated net proceeds are Not disclosed
Payment date28 August 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 7,200 shares, Name The Company's directors who are Audit & Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of Shares 300 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period will run from 28 August 2026 until the date on which each eligible director retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries.
Dilution RateLess than 25% (specific rate: Not disclosed)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe amount was based on the closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 10 August 2026. The price is ¥891 per share; the discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 28 August 2026 until the date on which each eligible director retires or resigns from any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds a position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries during the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of retirement or resignation due to death, all shares will be released immediately after the retirement or resignation.
Reason for acquisition without considerationIf an eligible director retires or resigns from all positions as an officer or employee of the Company Group during the service period, the Company will acquire all or a portion of the shares without consideration, depending on the reason and other circumstances or in proportion to the period of service. The Company will acquire without consideration any shares whose transfer restrictions have not been released upon expiration of the transfer restriction period or upon retirement or resignation. In the event of a corporate reorganization or similar transaction, the Company will acquire all shares allotted under this arrangement without consideration.
Categories and Number of Persons CoveredCategory Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 7,200 shares, Category Directors who are Audit & Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of allocated shares 300 shares
Total Stock-Based CompensationAggregate monetary compensation receivables of ¥6,682,500. The annual compensation limits are ¥25 million for directors (excluding directors who are Audit & Supervisory Committee members) and ¥2 million for directors who are Audit & Supervisory Committee members.
Procedures under the Corporate Code of ConductAs the dilution rate 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 as prescribed in Article 432 of the Securities Listing Regulations of the Tokyo Stock Exchange.
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 further improve the Company's medium- to long-term performance and corporate value and promote greater value sharing with shareholders. In determining the disposal, the Company also took into consideration the purpose of the system, the Company's business conditions, the scope of responsibilities of each eligible director and other relevant circumstances.

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 Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors Other Than Outside Directors | UMENOHANA GROUP CO.,LTD. (7604) timely disclosure | Komori