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Share Issuance and Disposal7883Sun Messe Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment

The Company resolved to allot up to 10,100 treasury shares to eligible employees through the employee shareholding association as part of an incentive scheme. The actual number of shares to be disposed of and the total disposal amount will be determined based on the number of eligible employees who agree to participate in the scheme.

Worth reading
54Recurring
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
10100
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment

発行・処分する株式数10,100Shares

Treasury shares: up to 10,100 shares

Intended allottee
サンメッセ Employee Shareholding Association (the actual number of shares will be determined based on the number of eligible employees)
¥363 per share
Total issue value

¥3,666,300 (maximum)

Amount of funds to be raised
Total payment amount: up to ¥3,666,300; estimated net proceeds: Not disclosed
発行済株式総数

0.06% of the total number of shares issued and 0.07% of the total number of voting rights

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.

Categories and Number of Persons Covered
Eligible employees of the Company and its subsidiaries (the number of employees has not yet been determined); up to 10,100 shares to be allotted
Payment date
20 May 2026
Basis for determining the amount to be paid
The closing price of ¥363 on the Tokyo Stock Exchange on 9 April 2026. This represents a discount of 1.09% to the simple average closing price of ¥367 for the one-month period from 10 March to 9 April 2026, a discount of 1.09% to the simple average closing price of ¥367 for the three-month period from 13 January to 9 April 2026, and a premium of 0.55% to the simple average closing price of ¥361 for the six-month period from 10 October 2025 to 9 April 2026.
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, obtaining an opinion from an independent third party and confirming shareholder approval are not required. All 3 members of the Audit & Supervisory Committee, including 2 outside directors, expressed the opinion that the payment amount was appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment
Number of shares to be issued or disposed ofTreasury shares: up to 10,100 shares
Issue price and disposal price¥363 per share
Total issue value¥3,666,300 (maximum)
Amount of funds to be raisedTotal payment amount: up to ¥3,666,300; estimated net proceeds: Not disclosed
Payment date20 May 2026
Intended allotteeサンメッセ Employee Shareholding Association (the actual number of shares will be determined based on the number of eligible employees)
Dilution Rate0.06% of the total number of shares issued and 0.07% of the total number of voting rights
Total number of issued shares17,825,050 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥363 on the Tokyo Stock Exchange on 9 April 2026. This represents a discount of 1.09% to the simple average closing price of ¥367 for the one-month period from 10 March to 9 April 2026, a discount of 1.09% to the simple average closing price of ¥367 for the three-month period from 13 January to 9 April 2026, and a premium of 0.55% to the simple average closing price of ¥361 for the six-month period from 10 October 2025 to 9 April 2026.
Categories and Number of Persons CoveredEligible employees of the Company and its subsidiaries (the number of employees has not yet been determined); up to 10,100 shares to be allotted
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, obtaining an opinion from an independent third party and confirming shareholder approval are not required. All 3 members of the Audit & Supervisory Committee, including 2 outside directors, expressed the opinion that the payment amount was appropriate.
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 employees reaching 10, 20, 30 or 40 years of service, and to enhance their motivation to work and their awareness of participation in management.

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 Regarding the Disposal of Treasury Shares by Third-Party Allotment | Sun Messe Co.,Ltd. (7883) timely disclosure | Komori