August 21, 2020
(Translation)
For Immediate Release
Name of Company: KAGOME CO., LTD.
Representative: Satoshi Yamaguchi,
Representative Director & President
Securities Code: 2811 (First Section,
Tokyo and Nagoya Stock Exchanges)
Contact: Takeshi Saeki,
Executive Officer & General Manager,
Finance & Accounting Department
TEL. +81-3-5623-8503
Notice of Details of Disposition of Treasury Stock by Way of Third-Party Allotment
KAGOME CO., LTD. (the "Company") decided at a meeting of the Board of Directors held January 24, 2020 to confer discussion on "Disposition of Treasury Stock by Way of Third-Party Allotment to Support the Kagome Mirai Yasai Foundation" to the General Meeting of Shareholders in order to support the social contribution activities of the Kagome Mirai Yasai Foundation (the "Foundation") in a continuous and consistent manner. Subsequently, the Company received approval on this matter at the 76th Annual General Meeting of Shareholders held on March 27, 2020. In addition, the establishment date of the Foundation will be changed as per the "Notice of Change of Establishment Date of Kagome Mirai Yasai Foundation and Date for Disposition of Treasury Stock by Way of Third-Party Allotment" issued on June 26, 2020.
Regarding this matter, a resolution was passed on details of the subscription matters at today's meeting of the Board of Directors. Details are as follows.
1. Disposition of treasury stock
Number of shares to be disposed of | 940,000 shares of common stock (percentage against the total |
number of issued shares: 0.996%) | |
Price of disposition | 1 yen per share |
Amount to be procured | 940,000 yen |
Method of offering or disposition | Disposition by way of third-party allotment |
Subscriber | The Master Trust Bank of Japan, Ltd. |
Date of disposition | October 1, 2020 (planned) |
Other | Regarding this disposition of treasury stock, approval was |
received at the 76th Annual General Meeting of Shareholders | |
held on March 27, 2020 to entrust the decision on subscription | |
matters to the Company's Board of Directors pursuant to the | |
provisions of Article 199 and Article 200 of the Companies Act. | |
2. Outline of disposition
Type of trust | Money in trust other than specific individually managed money |
trust (third-party benefit trust) | |
Purpose of trust | To put into effect social contribution activities by delivering |
dividends on the shares of the common stock of the settlor, as | |
issuer, to the beneficiary as trust proceeds. | |
Settlor | KAGOME CO., LTD. |
Trustee | Mitsubishi UFJ Trust and Banking Corporation |
(Co-trustee: The Master Trust Bank of Japan, Ltd.) | |
Beneficiary | Kagome Mirai Yasai Foundation |
Date of trust agreement | October 1, 2020 (planned) |
Term of trust | October 1, 2020 to March 15, 2025 (planned) |