Komori
Share Issuance and Disposal7877EIDAI KAKO CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to introduce a program under which restricted stock will be granted to employees through the Employee Stock Ownership Association and to dispose of up to 14,500 treasury shares for this purpose. The actual number of shares to be disposed of and the total disposal price will be determined at a later date based on the number of employees who agree to participate in the program.

Worth reading
43Recurring
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
14500
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much14,500Shares

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)

永大化工 Employee Stock Ownership AssociationUp to 14,500 shares

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

¥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
Total Stock-Based Compensation
The total amount of monetary claims to be paid as the special incentive payment is Not disclosed
発行済株式総数

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.

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 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
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.
Payment date
11 November 2026
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.
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed ofUp 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 raisedTotal payment amount: up to ¥32,552,500; estimated net proceeds: Not disclosed
Payment date11 November 2026
Intended allotteeName 永大化工 Employee Stock Ownership Association / Number of Shares Up to 14,500 shares
Intended allottee's holding policyEligible 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 Rate0.99% 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 shares1,460,000 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe 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 periodFrom the payment date through 1 June 2029
Conditions for lifting transfer restrictionsProvided 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 considerationThe 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 CoveredUp 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 CompensationThe total amount of monetary claims to be paid as the special incentive payment is Not disclosed
Procedures under the Corporate Code of ConductBecause 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)
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 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.

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 Incentives for the Employee Stock Ownership Plan | EIDAI KAKO CO.,LTD. (7877) timely disclosure | Komori