Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Up to 65,580 shares of the Company's common stock (the actual number of shares will be determined based on the number of eligible employees consenting to participate and other factors)
The lower thin line represents the existing number of shares to which these shares will be added.
¥79,581,330 (maximum)
0.02% of total shares issued and 0.02% of total voting rights (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 a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment) |
| Number of shares to be issued or disposed of | Up to 65,580 shares of the Company's common stock (the actual number of shares will be determined based on the number of eligible employees consenting to participate and other factors) |
| Issue price and disposal price | ¥1,213.5 per share |
| Total issue value | ¥79,581,330 (maximum) |
| Amount of funds to be raised | Total payment amount: ¥79,581,330 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 30 October 2026 |
| Intended allottee | 桜和投資会: up to 65,580 shares |
| Dilution Rate | 0.02% of total shares issued and 0.02% of total voting rights (based on the maximum number of shares) |
| Total number of issued shares | 366,267,140 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥1,213.5 on the Prime Market of the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 0.12% for one month, -1.58% for three months, and -4.60% for six months. |
| Transfer restriction period | From 30 October 2026 to 31 October 2030 |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has continuously remained a member of the employee stock ownership association throughout the transfer restriction period. The restrictions will also be lifted when an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, upon deciding to become a non-resident, or in certain other cases, including a corporate reorganization. |
| Reason for acquisition without consideration | If an eligible employee commits an act in violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the restricted stock allotment agreement. The Company may also acquire without consideration any shares for which the transfer restrictions remain in place upon expiration of the transfer restriction period or at certain other points when the restrictions are lifted. |
| Categories and Number of Persons Covered | Up to 402 managerial employees of the Company. Managerial Level III: up to 47 employees, 240 shares; Managerial Level II: up to 195 employees, 180 shares; Managerial Level I: up to 160 employees, 120 shares. |
| Total Stock-Based Compensation | The amount of monetary receivables to be paid as a special incentive payment is equivalent to a maximum of ¥79,581,330 |
| Stock Split Ratio | A stock split was carried out, effective 1 April 2026, at a ratio of 4 shares of common stock for every 1 share. |
| 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 conducting procedures to confirm shareholders' intentions are not required. All 5 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful. |
| Impact on Business Performance | The Company expects the transaction to contribute to an increase in its corporate value. The specific monetary impact on financial results is Not disclosed |
Items this document does not state (10)
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 support the asset formation of eligible employees, provide them with incentives to contribute to the sustainable enhancement of the Company's corporate value, and promote the sharing of value between eligible employees and shareholders.