Komori
Share Issuance and Disposal1961SANKI ENGINEERING CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 161,000 treasury shares as restricted stock compensation for 49 directors, executive officers and audit & supervisory board members. The total disposal value is ¥487,025,000, and the payment date is 23 July 2026.

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Scale
487025000
¥
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much161,000Shares

161,000 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)7 / 49,000 shares
The Company's outside directors5 / 5,000 shares
The Company's executive officers who do not concurrently serve as directors32 / 102,000 shares
The Company's audit & supervisory board members (excluding outside audit & supervisory board members)2 / 2,000 shares
The Company's outside audit & supervisory board members3 / 3,000 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥3,025 per share
Amount of funds to be raised

Total monetary receivables: ¥487,025,000 (the entire amount will be contributed in kind) / Estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary receivables: ¥487,025,000
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 23 July 2026 until immediately after the recipient ceases to hold any position as a director, an executive officer who does not concurrently serve as a director, an audit & supervisory board member or an employee of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, executive officer who does not concurrently serve as a director, audit & supervisory board member or employee of the Company throughout the service provision period, all restrictions will be lifted upon expiration of the restriction period. If the recipient ceases to hold the position due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations during the restriction period or falls under any other specified circumstance set forth in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the restrictions are not lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares for which the restrictions are not lifted after the restrictions are lifted.
Stock Split Ratio3 shares for each share, effective 1 May 2026
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 49,000 shares, Category The Company's outside directors / Number of Employees 5 / Number of allocated shares 5,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 32 / Number of allocated shares 102,000 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 2 / Number of allocated shares 2,000 shares, Category The Company's outside audit & supervisory board members / Number of Employees 3 / Number of allocated shares 3,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. During this period, they will be managed in dedicated accounts.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,025. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The process has been conducted following consultation with the Human Resources and Compensation Advisory Committee or discussions among the audit & supervisory board members.
Impact on Business Performance
The impact of this matter on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of161,000 common shares of the Company (treasury shares)
Issue price and disposal price¥3,025 per share
Amount of funds to be raisedTotal monetary receivables: ¥487,025,000 (the entire amount will be contributed in kind) / Estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of Shares 49,000 shares, Name The Company's outside directors / Number of Employees 5 / Number of Shares 5,000 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 32 / Number of Shares 102,000 shares, Name The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 2 / Number of Shares 2,000 shares, Name The Company's outside audit & supervisory board members / Number of Employees 3 / Number of Shares 3,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. During this period, they will be managed in dedicated accounts.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,025. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 23 July 2026 until immediately after the recipient ceases to hold any position as a director, an executive officer who does not concurrently serve as a director, an audit & supervisory board member or an employee of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, executive officer who does not concurrently serve as a director, audit & supervisory board member or employee of the Company throughout the service provision period, all restrictions will be lifted upon expiration of the restriction period. If the recipient ceases to hold the position due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations during the restriction period or falls under any other specified circumstance set forth in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the restrictions are not lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares for which the restrictions are not lifted after the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 49,000 shares, Category The Company's outside directors / Number of Employees 5 / Number of allocated shares 5,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 32 / Number of allocated shares 102,000 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 2 / Number of allocated shares 2,000 shares, Category The Company's outside audit & supervisory board members / Number of Employees 3 / Number of allocated shares 3,000 shares
Total Stock-Based CompensationTotal monetary receivables: ¥487,025,000
Stock Split Ratio3 shares for each share, effective 1 May 2026
Procedures under the Corporate Code of ConductThe process has been conducted following consultation with the Human Resources and Compensation Advisory Committee or discussions among the audit & supervisory board members.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (11)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

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 promote the sharing of value with shareholders and provide incentives for the sustainable enhancement of the Company's corporate value. The Company states that it took into consideration the purpose of the plan, the Company's business performance, the scope of responsibilities of each recipient and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SANKI ENGINEERING CO.,LTD. (1961) timely disclosure | Komori