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Share Issuance and Disposal9644TANABE CONSULTING GROUP CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares by Way of Third-Party Allotment in Connection with the Introduction of an ESOP Trust for Granting Shares to Employees

The Company resolved to dispose of 235,000 treasury shares held by the Company through a third-party allotment to the trust account in connection with the introduction of an ESOP trust for employee share grants.

Worth reading
45Recurring
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
0.69
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares by Third-Party Allotment (ESOP Trust for Employee Share Grants)

Who receives how much235,000Shares

Treasury shares: 235,000 common shares

The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)235,000 shares

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

¥751 per share
Total issue value

¥176,485,000

発行済株式総数

0.69% (as a percentage of the 34,000,000 issued shares), 0.73% (as a percentage of the 320,905 voting rights as of 31 March 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
Employees of the Company and its subsidiaries (the breakdown of the number of people and allocated shares is Not disclosed)
Intended allottee's holding policy
The shares will be delivered to employees who satisfy certain requirements in accordance with the ESOP trust for share grants. The shares disposed of as treasury shares are not expected to be released into the stock market all at once.
Payment date
6 October 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 15 September 2026 was ¥751. No discount or premium.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no 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 stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares by Third-Party Allotment (ESOP Trust for Employee Share Grants)
Number of shares to be issued or disposed ofTreasury shares: 235,000 common shares
Issue price and disposal price¥751 per share
Total issue value¥176,485,000
Payment date6 October 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 235,000 shares
Intended allottee's holding policyThe shares will be delivered to employees who satisfy certain requirements in accordance with the ESOP trust for share grants. The shares disposed of as treasury shares are not expected to be released into the stock market all at once.
Dilution Rate0.69% (as a percentage of the 34,000,000 issued shares), 0.73% (as a percentage of the 320,905 voting rights as of 31 March 2026)
Total number of issued shares34,000,000 shares → 34,000,000 shares(0%)
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 15 September 2026 was ¥751. No discount or premium.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries (the breakdown of the number of people and allocated shares is Not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no 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 stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations.
Items this document does not state (16)
Amount of funds to be raisedEstimated 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.

For use in the incentive plan, the “ESOP Trust for Share Grants,” for employees of the Company and its subsidiaries. The number of shares to be disposed of represents the estimated number of shares to be delivered to employees during the trust period. As the shares will not be released into the market all at once, the impact on the secondary market is expected to be limited, and the number of shares to be disposed of and the scale of the dilution are considered reasonable.

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Notice Concerning the Disposal of Treasury Shares by Way of Third-Party Allotment in Connection with the Introduction of an ESOP Trust for Granting Shares to Employees | TANABE CONSULTING GROUP CO.,LTD. (9644) timely disclosure | Komori