Details of issuance or disposal
Disposal of Treasury Shares by Third-Party Allotment (Restricted Stock Compensation for the Employee Shareholding Association)
33,450 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares applied for)
¥30,807,450 (maximum)
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.
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 by Third-Party Allotment (Restricted Stock Compensation for the Employee Shareholding Association) |
| Number of shares to be issued or disposed of | 33,450 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 raised | Total payment amount: ¥30,807,450 (maximum). Estimated net proceeds: Not disclosed |
| Payment date | 13 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 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. |
| Dilution Rate | Less than 25% (specific rate: Not disclosed) |
| Total number of issued shares | As 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 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. |
| 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) |
| 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) |
| 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. |
Items this document does not state (11)
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.