Komori
Share Issuance and Disposal8097SAN-AI OBBLI CO.,LTD.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as a Restricted Stock Incentive for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 227,200 treasury shares to enable employees to acquire restricted stock through the employee shareholding associations of the Company and its subsidiaries. The actual number of shares will be determined based on the number of employees who agree to participate in the scheme.

Worth reading
50Recurring
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
227200
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan

Who receives how much227,200Shares

227,200 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees)

三愛オブリ Employee Shareholding Association (227,200 shares, maximum)

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

¥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
Total Stock-Based Compensation
Monetary receivables of ¥228,300 per eligible employee. For 2,272 employees, the maximum total is ¥518,697,600.
発行済株式総数

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.

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
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)
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.
Payment date
25 June 2027
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.
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Number of shares to be issued or disposed of227,200 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 raisedTotal payment amount: ¥518,697,600 (maximum); estimated net proceeds: Not disclosed
Payment date25 June 2027
Intended allottee三愛オブリ Employee Shareholding Association (227,200 shares, maximum)
Intended allottee's holding policyDuring 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 Rate0.36% 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 shares63,000,000 shares (as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe 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 period25 June 2027–31 May 2032
Conditions for lifting transfer restrictionsSubject 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 considerationIf 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 CoveredUp 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 CompensationMonetary receivables of ¥228,300 per eligible employee. For 2,272 employees, the maximum total is ¥518,697,600.
Procedures under the Corporate Code of ConductBecause 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)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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, 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.

How to read this page

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as a Restricted Stock Incentive for the Employee Stock Ownership Plan | SAN-AI OBBLI CO.,LTD. (8097) timely disclosure | Komori