Details of issuance or disposal
Disposal of treasury shares as restricted stock through a third-party allotment
Up to 14,500 common shares of the Company (the actual number of shares will be determined based on the number of shares applied for as specified by the Employee Stock Ownership Association)
The lower thin line represents the existing number of shares to which these shares will be added.
¥32,552,500 (maximum; the actual total disposal price will be determined based on the number of shares applied for)
0.99% of the total number of issued shares and 1.18% of the total number of voting rights (based on the maximum number of shares)
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 | Up to 14,500 common shares of the Company (the actual number of shares will be determined based on the number of shares applied for as specified by the Employee Stock Ownership Association) |
| Issue price and disposal price | ¥2,245 per share |
| Total issue value | ¥32,552,500 (maximum; the actual total disposal price will be determined based on the number of shares applied for) |
| Amount of funds to be raised | Total payment amount: up to ¥32,552,500; estimated net proceeds: Not disclosed |
| Payment date | 11 November 2026 |
| Intended allottee | Name 永大化工 Employee Stock Ownership Association / Number of Shares Up to 14,500 shares |
| Intended allottee's holding policy | Eligible employees will receive the shares through the Employee Stock Ownership Association. During the restricted period, eligible employees will be restricted from withdrawing their restricted stock (RS) interests from the Employee Stock Ownership Association. |
| Dilution Rate | 0.99% of the total number of issued shares and 1.18% of the total number of voting rights (based on the maximum number of shares) |
| Total number of issued shares | 1,460,000 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on 19 August 2026 was ¥2,245. The average closing prices and their premiums or discounts to the disposal price were ¥2,155 and 4.18% for the one-month period from 21 July to 19 August 2026, ¥2,061 and 8.93% for the three-month period from 20 May to 19 August 2026, and ¥2,054 and 9.30% for the six-month period from 20 February to 19 August 2026. |
| Transfer restriction period | From the payment date through 1 June 2029 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee has continuously remained a member of the Employee Stock Ownership Association throughout the restricted period, all transfer restrictions on the allocated shares corresponding to that employee’s RS interest will be lifted upon expiry of the restricted period. If an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be lifted on the date the withdrawal application is accepted. |
| Reason for acquisition without consideration | The Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted as of the expiry of the restricted period or the date on which the transfer restrictions are lifted. |
| Categories and Number of Persons Covered | Up to 145 employees of the Company (assuming that all employees join the Employee Stock Ownership Association and agree to participate in the program); up to 14,500 shares |
| Total Stock-Based Compensation | The total amount of monetary claims to be paid as the special incentive payment is Not disclosed |
| 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, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required. The 3 directors serving as Audit and Supervisory Committee Members, including 2 outside directors, have stated their opinion that the disposal price is lawful. |
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 employees in building personal assets, provide incentives for the sustainable enhancement of corporate value, foster employees’ awareness of participation in management, and promote long-term value sharing between employees and shareholders.