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Share Issuance and Disposal8037KAMEI CORPORATIONTrading & Wholesale

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

The Company resolved to dispose of up to 35,150 treasury shares as restricted stock, with the Employee Shareholding Association as the allottee. The actual number of shares and total disposal amount will be determined at a later date based on the number of participants in the scheme.

Worth reading
53Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
131988250
Yen (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)

Who receives how much35,150Shares

35,150 shares of the Company's common stock (maximum); disposal of treasury shares

Kamei Employees' Shareholding Association35,150 shares (maximum)

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

¥3,755 per share
Total issue value

¥131,988,250 (maximum)

Amount of funds to be raised
Total payment amount of ¥131,988,250 (maximum); estimated net proceeds: not disclosed
Total Stock-Based Compensation
The amount of monetary claims to be paid as special incentive bonuses is not disclosed
Specific use of funds
Not disclosed (the full amount of monetary claims paid to eligible employees as special incentive bonuses will be contributed in kind)
発行済株式総数

0.11% (based on the 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 12 November 2026 to 11 November 2031 (5 years)
Conditions for lifting transfer restrictions
The eligible employee must remain a member of the Employee Shareholding Association continuously from 12 November 2026 through 31 March 2027. If the employee leaves the association or suspends contributions due to retirement at the mandatory retirement age, an overseas assignment, appointment as an officer, or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be partially lifted based on the prescribed calculation.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period, as well as any shares for which the restrictions are not lifted under the provisions governing withdrawals from the association or suspension of contributions. The Company will also acquire without consideration any shares for which the restrictions are not lifted in connection with a corporate reorganization or similar event.
Offering structure
Underwriter / lead underwriter
Not disclosed (the administering securities company is SMBC Nikko Securities Inc.)
Categories and Number of Persons Covered
1,443 employees of the Company eligible for membership in the Employee Shareholding Association (maximum). The actual number of eligible employees will be determined based on the number of participants.
Intended allottee's holding policy
During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and withdrawals of restricted stock interests will also be restricted.
Payment date
12 November 2026
Basis for determining the amount to be paid
The closing price of ¥3,755 on the Tokyo Stock Exchange on 23 July 2026. This represented a premium of 4.71% to the one-month average of ¥3,586, 7.90% to the three-month average of ¥3,480, and 11.46% to the six-month average of ¥3,369.
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 procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members have expressed their opinions on the legality of the disposal price.
Most recent equity financing
Timing 25 May 2026 / Type Introduction of a restricted stock incentive plan for the employee stock ownership plan / Amount Not disclosed
Impact on Business Performance
The impact on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Number of shares to be issued or disposed of35,150 shares of the Company's common stock (maximum); disposal of treasury shares
Issue price and disposal price¥3,755 per share
Total issue value¥131,988,250 (maximum)
Amount of funds to be raisedTotal payment amount of ¥131,988,250 (maximum); estimated net proceeds: not disclosed
Specific use of fundsNot disclosed (the full amount of monetary claims paid to eligible employees as special incentive bonuses will be contributed in kind)
Payment date12 November 2026
Intended allotteeName Kamei Employees' Shareholding Association / Number of Shares 35,150 shares (maximum)
Intended allottee's holding policyDuring the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and withdrawals of restricted stock interests will also be restricted.
Dilution Rate0.11% (based on the maximum)
Total number of issued shares32,991,969 shares (as of 30 June 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥3,755 on the Tokyo Stock Exchange on 23 July 2026. This represented a premium of 4.71% to the one-month average of ¥3,586, 7.90% to the three-month average of ¥3,480, and 11.46% to the six-month average of ¥3,369.
Transfer restriction periodFrom 12 November 2026 to 11 November 2031 (5 years)
Conditions for lifting transfer restrictionsThe eligible employee must remain a member of the Employee Shareholding Association continuously from 12 November 2026 through 31 March 2027. If the employee leaves the association or suspends contributions due to retirement at the mandatory retirement age, an overseas assignment, appointment as an officer, or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be partially lifted based on the prescribed calculation.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period, as well as any shares for which the restrictions are not lifted under the provisions governing withdrawals from the association or suspension of contributions. The Company will also acquire without consideration any shares for which the restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered1,443 employees of the Company eligible for membership in the Employee Shareholding Association (maximum). The actual number of eligible employees will be determined based on the number of participants.
Total Stock-Based CompensationThe amount of monetary claims to be paid as special incentive bonuses is not disclosed
Underwriter / lead underwriterNot disclosed (the administering securities company is SMBC Nikko Securities Inc.)
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 procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members have expressed their opinions on the legality of the disposal price.
Most recent equity financingTiming 25 May 2026 / Type Introduction of a restricted stock incentive plan for the employee stock ownership plan / Amount Not disclosed
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (7)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioMajor 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 enhance the welfare of eligible employees, support their asset building, and foster a greater sense of participation in management through ownership of the Company's shares.

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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.
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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | KAMEI CORPORATION (8037) timely disclosure | Komori