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Share Issuance and Disposal7604UMENOHANA GROUP CO.,LTD.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 33,450 treasury shares through an allotment to the Employee Shareholding Association for restricted stock compensation. The actual number of shares disposed of and the total disposal amount will be determined based on the number of shares applied for by the Employee Shareholding Association.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
33450
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares by Third-Party Allotment (Restricted Stock Compensation for the Employee Shareholding Association)

発行・処分する株式数33,450Shares

33,450 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares applied for)

Intended allottee
梅の花 Employee Shareholding Association (the actual number of shares allotted will be determined based on the number of shares applied for by the association)
¥921 per share
Total issue value

¥30,807,450 (maximum)

Amount of funds to be raised
Total payment amount: ¥30,807,450 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims as a special incentive payment. Up to the equivalent of ¥30,807,450 (150 shares per person × 223 people × ¥921)
発行済株式総数

As this is a disposal of treasury shares, the issued share count will not increase; specific disclosure to this effect: Not disclosed

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 13 November 2026 to 12 November 2029
Conditions for lifting transfer restrictions
Provided that eligible employees remain members of the Employee Shareholding Association throughout the restriction period, all of the allocated shares corresponding to the interests of eligible employees who satisfy the conditions will have the transfer restrictions lifted upon expiry of the restriction period.
Reason for acquisition without consideration
If an eligible employee withdraws from the Employee Shareholding Association during the restriction period or becomes subject to any other specified event set forth in the allocation agreement, the Company will acquire, without consideration, all or part of the allocated shares corresponding to that employee's interest. The Company will also acquire, without consideration, any allocated shares whose transfer restrictions have not been lifted upon expiry of the restriction period.
Categories and Number of Persons Covered
223 employees of the Company (maximum; 150 shares per person; the actual number of eligible employees and shares allotted: Not disclosed)
Intended allottee's holding policy
During the restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. Withdrawals of eligible employees' interests in the Employee Shareholding Association will also be restricted until the transfer restrictions are lifted.
Payment date
13 November 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange Standard Market on 13 October 2026 was ¥921. The deviations from the average closing price were 0.66% from the one-month average of ¥915, 2.22% from the three-month average of ¥901, and 4.19% from the six-month average of ¥884.
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, the Company does not plan to obtain an opinion from an independent third party or conduct procedures to confirm shareholder approval under the Corporate Conduct Code.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares by Third-Party Allotment (Restricted Stock Compensation for the Employee Shareholding Association)
Number of shares to be issued or disposed of33,450 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares applied for)
Issue price and disposal price¥921 per share
Total issue value¥30,807,450 (maximum)
Amount of funds to be raisedTotal payment amount: ¥30,807,450 (maximum). Estimated net proceeds: Not disclosed
Payment date13 November 2026
Intended allottee梅の花 Employee Shareholding Association (the actual number of shares allotted will be determined based on the number of shares applied for by the association)
Intended allottee's holding policyDuring the restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. Withdrawals of eligible employees' interests in the Employee Shareholding Association will also be restricted until the transfer restrictions are lifted.
Dilution RateLess than 25% (specific rate: Not disclosed)
Total number of issued sharesAs this is a disposal of treasury shares, the issued share count will not increase; specific disclosure to this effect: Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange Standard Market on 13 October 2026 was ¥921. The deviations from the average closing price were 0.66% from the one-month average of ¥915, 2.22% from the three-month average of ¥901, and 4.19% from the six-month average of ¥884.
Transfer restriction periodFrom 13 November 2026 to 12 November 2029
Conditions for lifting transfer restrictionsProvided that eligible employees remain members of the Employee Shareholding Association throughout the restriction period, all of the allocated shares corresponding to the interests of eligible employees who satisfy the conditions will have the transfer restrictions lifted upon expiry of the restriction period.
Reason for acquisition without considerationIf an eligible employee withdraws from the Employee Shareholding Association during the restriction period or becomes subject to any other specified event set forth in the allocation agreement, the Company will acquire, without consideration, all or part of the allocated shares corresponding to that employee's interest. The Company will also acquire, without consideration, any allocated shares whose transfer restrictions have not been lifted upon expiry of the restriction period.
Categories and Number of Persons Covered223 employees of the Company (maximum; 150 shares per person; the actual number of eligible employees and shares allotted: Not disclosed)
Total Stock-Based CompensationMonetary claims as a special incentive payment. Up to the equivalent of ¥30,807,450 (150 shares per person × 223 people × ¥921)
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, the Company does not plan to obtain an opinion from an independent third party or conduct procedures to confirm shareholder approval under the Corporate Conduct Code.
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 support the asset building of eligible employees, provide them with an incentive to achieve sustained growth in the Company's corporate value, and promote value sharing between eligible employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for the Employee Stock Ownership Plan | UMENOHANA GROUP CO.,LTD. (7604) timely disclosure | Komori