Details of issuance or disposal
Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan
227,200 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees)
The lower thin line represents the existing number of shares to which these shares will be added.
¥518,697,600 (maximum)
0.36% of total shares issued and 0.37% of total voting rights (in both cases, based on the maximum number of shares)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan |
| Number of shares to be issued or disposed of | 227,200 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥2,283 per share |
| Total issue value | ¥518,697,600 (maximum) |
| Amount of funds to be raised | Total payment amount: ¥518,697,600 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 25 June 2027 |
| Intended allottee | 三愛オブリ Employee Shareholding Association (227,200 shares, maximum) |
| Intended allottee's holding policy | During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of, and will be held in a dedicated account opened by this employee shareholding association with Nomura Securities Co., Ltd. |
| Dilution Rate | 0.36% of total shares issued and 0.37% of total voting rights (in both cases, based on the maximum number of shares) |
| Total number of issued shares | 63,000,000 shares (as of 30 September 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 9 November 2026 was ¥2,283. The deviations from the average closing price were -6.63% for one month, -5.78% for three months and -0.39% for six months. |
| Transfer restriction period | 25 June 2027–31 May 2032 |
| Conditions for lifting transfer restrictions | Subject to the eligible employee remaining a member of this employee shareholding association throughout the restricted transfer period, the restriction will be lifted upon expiry of that period. If the employee leaves the association for a legitimate reason, such as mandatory retirement, or becomes a non-resident, the restriction will be lifted on the prescribed date in each case. |
| Reason for acquisition without consideration | If an eligible employee commits a violation of laws or regulations during the restricted transfer period or falls under any other specified circumstance set out in the allocation agreement. Shares for which the transfer restriction is not lifted will also be acquired by the Company without consideration. |
| Categories and Number of Persons Covered | Up to 2,272 employees of the Company and its subsidiaries, 100 shares per person (the actual number of employees and shares will be determined based on the number who agree to participate) |
| Total Stock-Based Compensation | Monetary receivables of ¥228,300 per eligible employee. For 2,272 employees, the maximum total is ¥518,697,600. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and there is no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required. All 5 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price was lawful. |
Items this document does not state (11)
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, improve engagement, share value with shareholders, increase employees’ motivation to achieve the goals of the medium-term management plan, and promote sustained growth in corporate value.