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Share Issuance and Disposal8023DAIKO XTECH,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares Under the Restricted Stock Grant Plan for Company Employees Through the Employee Stock Ownership Plan

The Company has resolved to dispose of up to 32,000 treasury shares, with the employee shareholding association as the allottee, in order to grant restricted stock to employees in managerial positions. The actual number of shares and total disposal price will be determined after consent to the plan has been confirmed.

Worth reading
46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
32000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under a restricted stock grant plan (third-party allotment)

Who receives how much32,000Shares

32,000 shares of the Company's common stock (maximum)

DAIKO XTECH Employee Shareholding Association, 32,000 shares (maximum)

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

¥1,013 per share
Total issue value

¥32,416,000 (maximum)

Amount of funds to be raised
Total amount to be paid: ¥32,416,000 (maximum); estimated net proceeds: Not disclosed (contribution in kind)
Total Stock-Based Compensation
The amount of monetary claims to be paid as a special incentive payment will be equivalent to a maximum of ¥32,416,000 (¥1,013 per share × 32,000 shares).
発行済株式総数

0.23% of total issued shares and 0.25% of total voting rights (maximum)

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 disposal date through 1 June 2029
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the association throughout the restricted period, all of the allocated shares corresponding to the employee's interest will be released from the restrictions upon expiration of the period. In the event of withdrawal from the association due to retirement at the mandatory retirement age, death, promotion to an officer position or any other reason deemed legitimate by the Company, the restrictions will be released on the settlement release date. In the event of a corporate reorganization or similar event, the restrictions will be released by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar event.
Reason for acquisition without consideration
Immediately after expiration of the restricted period or the time at which the restrictions are released, the Company will automatically acquire without consideration any allocated shares for which the restrictions have not been released.
Categories and Number of Persons Covered
Up to 256 Company employees in managerial positions designated by the Company. The number of shares granted to each eligible employee will range from 100 to 300 shares, depending on the employee's position.
Intended allottee's holding policy
During the restricted period, the shares will be managed in a dedicated account for restricted stock opened by the association with Daiwa Securities Co., Ltd., and eligible employees will not be permitted to withdraw the shares relating to their interests.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,013 on the Standard Market of the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 23 April 2026. This represented a discount of 4.72% to the average closing price of ¥1,063 for the most recent one-month period, a discount of 5.60% to the average closing price of ¥1,073 for the most recent three-month period, and a discount of 5.60% to the average closing price of ¥1,073 for the most recent six-month period.
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 conducting a procedure to confirm shareholders' intentions are not required. All 3 directors who are Audit and Supervisory Committee members have expressed the opinion that the disposal price is appropriate.
Impact on Business Performance
No information was provided on the impact on business performance.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under a restricted stock grant plan (third-party allotment)
Number of shares to be issued or disposed of32,000 shares of the Company's common stock (maximum)
Issue price and disposal price¥1,013 per share
Total issue value¥32,416,000 (maximum)
Amount of funds to be raisedTotal amount to be paid: ¥32,416,000 (maximum); estimated net proceeds: Not disclosed (contribution in kind)
Payment date14 August 2026
Intended allotteeDAIKO XTECH Employee Shareholding Association, 32,000 shares (maximum)
Intended allottee's holding policyDuring the restricted period, the shares will be managed in a dedicated account for restricted stock opened by the association with Daiwa Securities Co., Ltd., and eligible employees will not be permitted to withdraw the shares relating to their interests.
Dilution Rate0.23% of total issued shares and 0.25% of total voting rights (maximum)
Total number of issued shares13,868,408 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,013 on the Standard Market of the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 23 April 2026. This represented a discount of 4.72% to the average closing price of ¥1,063 for the most recent one-month period, a discount of 5.60% to the average closing price of ¥1,073 for the most recent three-month period, and a discount of 5.60% to the average closing price of ¥1,073 for the most recent six-month period.
Transfer restriction periodFrom the disposal date through 1 June 2029
Conditions for lifting transfer restrictionsProvided that an eligible employee remains a member of the association throughout the restricted period, all of the allocated shares corresponding to the employee's interest will be released from the restrictions upon expiration of the period. In the event of withdrawal from the association due to retirement at the mandatory retirement age, death, promotion to an officer position or any other reason deemed legitimate by the Company, the restrictions will be released on the settlement release date. In the event of a corporate reorganization or similar event, the restrictions will be released by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar event.
Reason for acquisition without considerationImmediately after expiration of the restricted period or the time at which the restrictions are released, the Company will automatically acquire without consideration any allocated shares for which the restrictions have not been released.
Categories and Number of Persons CoveredUp to 256 Company employees in managerial positions designated by the Company. The number of shares granted to each eligible employee will range from 100 to 300 shares, depending on the employee's position.
Total Stock-Based CompensationThe amount of monetary claims to be paid as a special incentive payment will be equivalent to a maximum of ¥32,416,000 (¥1,013 per share × 32,000 shares).
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 conducting a procedure to confirm shareholders' intentions are not required. All 3 directors who are Audit and Supervisory Committee members have expressed the opinion that the disposal price is appropriate.
Impact on Business PerformanceNo information was provided on the impact on business performance.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 promote value sharing between the eligible employees and shareholders by providing incentives aimed at sustainably increasing the Company's corporate value, and to help eligible employees build personal assets.

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Notice Concerning the Disposal of Treasury Shares Under the Restricted Stock Grant Plan for Company Employees Through the Employee Stock Ownership Plan | DAIKO XTECH,LTD. (8023) timely disclosure | Komori