Komori
Share Issuance and Disposal8252MARUI GROUP CO.,LTD.Retail

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

The Company resolved to dispose of 568,700 treasury shares by way of a third-party allotment to trust accounts in order to continue the stock compensation and stock delivery plans for directors, executive officers and group management executives.

Worth reading
58In focus
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
568700
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

Common shares: 568,700 (BIP trust account: 404,100; ESOP trust account: 164,600)

The Master Trust Bank of Japan, Ltd. (Directors' Compensation BIP Trust Account No. 75958)404,100 shares
The Master Trust Bank of Japan, Ltd. (Stock Grant ESOP Trust Account No. 75959)164,600 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.

¥2,852 per share
Total issue value

¥1,621,932,400

Amount of funds to be raised
Total amount to be paid: ¥1,621,932,400; estimated net proceeds: Not disclosed
発行済株式総数

0.31% of the total number of issued shares and 0.33% of the 1,736,628 total voting rights as of 30 September 2026

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.

Categories and Number of Persons Covered
The Company's directors, excluding outside directors and non-residents of Japan; the Company's executive officers; directors of eligible subsidiaries, excluding outside directors and non-residents of Japan; and management executives of the Company's group. The number of participants and the number of shares allocated by category are Not disclosed.
Intended allottee's holding policy
The shares allocated to each trust will be delivered to plan participants in accordance with the stock delivery rules. They are not expected to enter the stock market all at once.
Payment date
30 November 2026
Basis for determining the amount to be paid
The closing price of ¥2,852 on the Tokyo Stock Exchange on 9 November 2026, the business day preceding the Board of Directors' resolution. There is no discount or premium; the price is equal to the closing price.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and does not involve a 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 as prescribed in Article 432 of the Tokyo Stock Exchange Listing Regulations.
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 ofCommon shares: 568,700 (BIP trust account: 404,100; ESOP trust account: 164,600)
Issue price and disposal price¥2,852 per share
Total issue value¥1,621,932,400
Amount of funds to be raisedTotal amount to be paid: ¥1,621,932,400; estimated net proceeds: Not disclosed
Payment date30 November 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Directors' Compensation BIP Trust Account No. 75958) / Number of Shares 404,100 shares, Name The Master Trust Bank of Japan, Ltd. (Stock Grant ESOP Trust Account No. 75959) / Number of Shares 164,600 shares
Intended allottee's holding policyThe shares allocated to each trust will be delivered to plan participants in accordance with the stock delivery rules. They are not expected to enter the stock market all at once.
Dilution Rate0.31% of the total number of issued shares and 0.33% of the 1,736,628 total voting rights as of 30 September 2026
Total number of issued sharesSpecific numbers of issued shares before and after the issuance: Not disclosed (dilution rate only: 0.31%)
Basis for determining the amount to be paidThe closing price of ¥2,852 on the Tokyo Stock Exchange on 9 November 2026, the business day preceding the Board of Directors' resolution. There is no discount or premium; the price is equal to the closing price.
Categories and Number of Persons CoveredThe Company's directors, excluding outside directors and non-residents of Japan; the Company's executive officers; directors of eligible subsidiaries, excluding outside directors and non-residents of Japan; and management executives of the Company's group. The number of participants and the number of shares allocated by category are Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and does not involve a 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 as prescribed in Article 432 of the Tokyo Stock Exchange Listing Regulations.
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal 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.

This is to continue the stock compensation and stock delivery plans using the directors' compensation BIP trust and the stock grant ESOP trust. The shares will be delivered to plan participants and are not expected to enter the stock market all at once. Accordingly, the impact on the stock market is expected to be limited, and the number of shares disposed of and the resulting dilution are considered reasonable.

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 by Third-Party Allotment | MARUI GROUP CO.,LTD. (8252) timely disclosure | Komori