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Share Issuance and Disposal9639SANKYO FRONTIER CO.,LTD.Information and Communications, Services and Others

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

The company decided to dispose of up to 218,210 treasury shares so that eligible employees could acquire restricted stock through the employee shareholding association. The actual number of shares to be disposed of will be determined based on the number of employees consenting to participate in the scheme and the number of shares granted by grade.

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
218210
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 much218,210Shares

218,210 of the company's common shares (maximum; the actual number of shares will be the number applied for as determined by the employee shareholding association)

三協フロンテア Employee Shareholding Association: up to 218,210 shares

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

¥2,299 per share
Total issue value

¥501,664,790 (maximum)

発行済株式総数

0.93% of total issued shares and 0.98% of total voting rights (in both cases, based on the maximum number of shares to be disposed of)

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
From 5 February 2027 to 31 May 2030
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted at the end of the transfer restriction period, provided that the employee has remained a member of the employee shareholding association throughout the period. The restrictions will also be lifted, subject to the conditions set out in the relevant documents, when an employee leaves the association upon reaching retirement age or for another legitimate reason, or in the event of a corporate reorganization or similar event.
Reason for acquisition without consideration
If the employee becomes a non-resident during the transfer restriction period, engages in an act violating laws or regulations, falls under another event specified in the share allocation agreement, or is otherwise not eligible for the lifting of the transfer restrictions.
Categories and Number of Persons Covered
Up to 1,594 company employees: Group A, 25 people and 800 shares; Group B, 25 people and 700 shares; Group C, 33 people and 600 shares; Group D, 33 people and 500 shares; Group E, 50 people and 400 shares; Group F, 91 people and 200 shares; Group G, 47 people and 160 shares; Group H, 379 people and 120 shares; Group I, 81 people and 100 shares; Group J, 385 people and 80 shares; Group K, 48 people and 50 shares; Group L, 397 people and 30 shares.
Intended allottee's holding policy
During the transfer restriction period, the employee shareholding association will manage the shares in a dedicated account and restrict withdrawals of eligible employees' membership interests. The transfer restriction period runs from 5 February 2027 to 31 May 2030.
Payment date
5 February 2027
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange Standard Market on 9 November 2026 was ¥2,299. The deviations from the average closing price were -0.78% for 1 month (13 October to 9 November 2026), -1.67% for 3 months (10 August to 9 November 2026), and 0.79% for 6 months (11 May to 9 November 2026).
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is 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 of218,210 of the company's common shares (maximum; the actual number of shares will be the number applied for as determined by the employee shareholding association)
Issue price and disposal price¥2,299 per share
Total issue value¥501,664,790 (maximum)
Payment date5 February 2027
Intended allottee三協フロンテア Employee Shareholding Association: up to 218,210 shares
Intended allottee's holding policyDuring the transfer restriction period, the employee shareholding association will manage the shares in a dedicated account and restrict withdrawals of eligible employees' membership interests. The transfer restriction period runs from 5 February 2027 to 31 May 2030.
Dilution Rate0.93% of total issued shares and 0.98% of total voting rights (in both cases, based on the maximum number of shares to be disposed of)
Total number of issued shares23,356,800 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange Standard Market on 9 November 2026 was ¥2,299. The deviations from the average closing price were -0.78% for 1 month (13 October to 9 November 2026), -1.67% for 3 months (10 August to 9 November 2026), and 0.79% for 6 months (11 May to 9 November 2026).
Transfer restriction periodFrom 5 February 2027 to 31 May 2030
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted at the end of the transfer restriction period, provided that the employee has remained a member of the employee shareholding association throughout the period. The restrictions will also be lifted, subject to the conditions set out in the relevant documents, when an employee leaves the association upon reaching retirement age or for another legitimate reason, or in the event of a corporate reorganization or similar event.
Reason for acquisition without considerationIf the employee becomes a non-resident during the transfer restriction period, engages in an act violating laws or regulations, falls under another event specified in the share allocation agreement, or is otherwise not eligible for the lifting of the transfer restrictions.
Categories and Number of Persons CoveredUp to 1,594 company employees: Group A, 25 people and 800 shares; Group B, 25 people and 700 shares; Group C, 33 people and 600 shares; Group D, 33 people and 500 shares; Group E, 50 people and 400 shares; Group F, 91 people and 200 shares; Group G, 47 people and 160 shares; Group H, 379 people and 120 shares; Group I, 81 people and 100 shares; Group J, 385 people and 80 shares; Group K, 48 people and 50 shares; Group L, 397 people and 30 shares.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal 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.

To enhance the welfare of eligible employees, support their asset building, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value between eligible employees and shareholders.

How to read this page

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Notice Regarding the Disposal of Treasury Shares as a Restricted Stock Incentive for the Employee Stock Ownership Plan | SANKYO FRONTIER CO.,LTD. (9639) timely disclosure | Komori