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Share Issuance and Disposal8085NARASAKI SANGYO CO.,LTD.Trading & Wholesale

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

The company has decided to dispose of 116,500 treasury shares it holds through third-party allotments to 2 ESOP trust accounts in order to introduce an ESOP scheme for employees. The shares will be used for delivery to employees and sale to the employee stock ownership plan.

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
2.19
% (as a percentage of the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much

116,500 common shares (65,800 shares to the Stock Grant ESOP Trust Account and 50,700 shares to the Employee Stock Ownership ESOP Trust Account)

The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)65,800 shares
The Master Trust Bank of Japan, Ltd. (employee shareholding ESOP trust account)50,700 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥4,390 per share
Total issue value

¥511,435,000

発行済株式総数

2.19% of total shares issued and outstanding and 2.33% of total 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.

Intended allottee's holding policy
The Stock Grant ESOP Trust will deliver shares to employees who satisfy certain requirements in accordance with the Share Delivery Regulations. The Employee Stock Ownership ESOP Trust will sell shares to the company’s employee stock ownership association on a designated day each month.
Payment date
4 June 2026
Basis for determining the amount to be paid
The closing price of ¥4,390 on the Tokyo Stock Exchange on 11 May 2026. As this was the market price immediately before the Board of Directors’ resolution, it was determined to be highly objective and reasonable. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent. The Audit and Supervisory Committee stated its opinion that the disposal price is reasonable, does not constitute a particularly favorable disposal price, and is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of116,500 common shares (65,800 shares to the Stock Grant ESOP Trust Account and 50,700 shares to the Employee Stock Ownership ESOP Trust Account)
Issue price and disposal price¥4,390 per share
Total issue value¥511,435,000
Payment date4 June 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 65,800 shares, Name The Master Trust Bank of Japan, Ltd. (employee shareholding ESOP trust account) / Number of Shares 50,700 shares
Intended allottee's holding policyThe Stock Grant ESOP Trust will deliver shares to employees who satisfy certain requirements in accordance with the Share Delivery Regulations. The Employee Stock Ownership ESOP Trust will sell shares to the company’s employee stock ownership association on a designated day each month.
Dilution Rate2.19% of total shares issued and outstanding and 2.33% of total voting rights
Total number of issued shares5,325,600 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥4,390 on the Tokyo Stock Exchange on 11 May 2026. As this was the market price immediately before the Board of Directors’ resolution, it was determined to be highly objective and reasonable. No discount or premium rate was disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent. The Audit and Supervisory Committee stated its opinion that the disposal price is reasonable, does not constitute a particularly favorable disposal price, and is lawful.
Items this document does not state (17)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal 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.

The purpose is to enhance employees’ motivation and morale to improve performance over the medium to long term and thereby increase corporate value. In addition, because the shares are not expected to enter the market all at once and the impact on the stock market is expected to be limited, the company has determined that the number of shares to be disposed of and the scale of the dilution are reasonable.

How to read this page

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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 by Third-Party Allotment | NARASAKI SANGYO CO.,LTD. (8085) timely disclosure | Komori