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Share Issuance and Disposal8005Scroll CorporationRetail

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

The Company resolved to dispose of 59,900 treasury shares to a maximum of 401 employees of the Company and its subsidiaries, providing them with an opportunity to acquire restricted stock through the employee stock ownership plan. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of employees who consent to participate in the plan.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
59900
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)

Who receives how much59,900Shares

59,900 common shares of the Company (maximum)

Scroll Employee Stock Ownership Plan, 59,900 shares (maximum)

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

¥1,626 per share
Total issue value

¥97,397,400 (maximum)

発行済株式総数

0.17% of total issued shares and 0.18% of total voting rights (in each case based on the maximum number of shares to be disposed of)

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 30 June 2026 to 1 June 2029
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership plan throughout the restricted period. In the event of withdrawal from the plan due to death, retirement at the mandatory retirement age or other legitimate reasons, or in the event that the employee becomes a non-resident due to an overseas transfer or other reason, the restrictions will be lifted on the prescribed date.
Reason for acquisition without consideration
If, during the restricted period, an eligible employee engages in an act violating laws or regulations or otherwise falls under any of the specified circumstances set out in the restricted stock allotment agreement. Shares for which the transfer restrictions are not lifted will also be acquired without consideration upon expiration of the restricted period or at another specified time.
Categories and Number of Persons Covered
Expert 2: maximum of 4 people (400 shares per person); Unit Head, Team Head and Expert 1: maximum of 89 people (300 shares per person); Associate Manager: maximum of 8 people (200 shares per person); General staff, including partner employees: maximum of 300 people (100 shares per person)
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a designated account.
Payment date
30 June 2026
Basis for determining the amount to be paid
The closing price of ¥1,626 on 28 May 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Prime Market. This represents a premium of 2.52% over the one-month average closing price of ¥1,586, a premium of 15.16% over the three-month average closing price of ¥1,412, and a premium of 18.43% over the six-month average closing price of ¥1,373.
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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Number of shares to be issued or disposed of59,900 common shares of the Company (maximum)
Issue price and disposal price¥1,626 per share
Total issue value¥97,397,400 (maximum)
Payment date30 June 2026
Intended allotteeScroll Employee Stock Ownership Plan, 59,900 shares (maximum)
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a designated account.
Dilution Rate0.17% of total issued shares and 0.18% of total voting rights (in each case based on the maximum number of shares to be disposed of)
Total number of issued shares34,629,200 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,626 on 28 May 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Prime Market. This represents a premium of 2.52% over the one-month average closing price of ¥1,586, a premium of 15.16% over the three-month average closing price of ¥1,412, and a premium of 18.43% over the six-month average closing price of ¥1,373.
Transfer restriction periodFrom 30 June 2026 to 1 June 2029
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership plan throughout the restricted period. In the event of withdrawal from the plan due to death, retirement at the mandatory retirement age or other legitimate reasons, or in the event that the employee becomes a non-resident due to an overseas transfer or other reason, the restrictions will be lifted on the prescribed date.
Reason for acquisition without considerationIf, during the restricted period, an eligible employee engages in an act violating laws or regulations or otherwise falls under any of the specified circumstances set out in the restricted stock allotment agreement. Shares for which the transfer restrictions are not lifted will also be acquired without consideration upon expiration of the restricted period or at another specified time.
Categories and Number of Persons CoveredExpert 2: maximum of 4 people (400 shares per person); Unit Head, Team Head and Expert 1: maximum of 89 people (300 shares per person); Associate Manager: maximum of 8 people (200 shares per person); General staff, including partner employees: maximum of 300 people (100 shares per person)
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, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal 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 enhance employee benefits, support employees' asset formation, provide incentives for the sustained enhancement of the corporate value of the Group, and promote the sharing of value between employees and shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | Scroll Corporation (8005) timely disclosure | Komori