Details of issuance or disposal
Disposal of treasury shares as restricted stock awards to an employee shareholding association
The Company's common shares: up to 204,702 shares (the actual number of shares to be disposed of will be determined based on the number of shares applied for as specified by the employee shareholding association)
The lower thin line represents the existing number of shares to which these shares will be added.
¥199,993,854 (maximum)
0.12% of the total number of issued shares and 0.13% of the total number of voting rights (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.
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 restricted stock awards to an employee shareholding association |
| Number of shares to be issued or disposed of | The Company's common shares: up to 204,702 shares (the actual number of shares to be disposed of will be determined based on the number of shares applied for as specified by the employee shareholding association) |
| Issue price and disposal price | ¥977 per share |
| Total issue value | ¥199,993,854 (maximum) |
| Payment date | 24 July 2026 |
| Intended allottee | Name DTS Group Employee Shareholding Association / Number of Shares Up to 204,702 shares |
| Intended allottee's holding policy | During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. |
| Dilution Rate | 0.12% of the total number of issued shares and 0.13% of the total number of voting rights (based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 163,954,928 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥977 on 22 June 2026 on the Tokyo Stock Exchange Prime Market. The deviations from the average closing price were -1.81% for one month, -4.87% for three months and -12.06% for six months. |
| Transfer restriction period | From 24 July 2026 until the later of the date on which each eligible employee retires or the date on which the securities report for the fiscal year containing the date of this award (or, in certain cases, the semiannual report) is filed |
| Conditions for lifting transfer restrictions | If an eligible employee retires during the transfer restriction period for a legitimate reason for lifting the transfer restrictions specified by the Company, or leaves the employee shareholding association for a reason qualifying for the lifting of the restrictions, the restrictions will be lifted on the retirement date or the date of withdrawal. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date. |
| Reason for acquisition without consideration | If the transfer restriction period expires for a reason other than a reason for lifting the transfer restrictions specified by the Company, or if an eligible employee leaves the employee shareholding association during the period, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | The Company's employees: up to 3,247 people (maximum number of people and shares by grade: MG3/SG3: up to 16 people and 2,048 shares; MG2/SG2/SS2: up to 76 people and 9,188 shares; MG1/SG1/PG2: up to 309 people and 28,755 shares; G4/PG1: up to 502 people and 36,646 shares; G3: up to 789 people and 50,496 shares; G2: up to 671 people and 36,905 shares; G1: up to 884 people and 40,664 shares) |
| Procedures under the Corporate Code of Conduct | As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required. All 4 directors who are Audit and Supervisory Committee Members expressed the opinion that the disposal price was appropriate. |
Items this document does not state (13)
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 employees' asset formation, provide them with incentives to achieve sustained increases in corporate value, and promote the sharing of value between employees and shareholders.