Komori
Share Issuance and Disposal2654ASMO CORPORATIONRetail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors

The Company has resolved to dispose of 35,000 treasury shares to 3 directors as restricted stock compensation. The shares may not be transferred until the directors cease to hold their positions, and the transfer restrictions will be lifted if certain conditions are met.

Worth reading
38Recurring
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
35000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much35,000Shares

35,000 common shares (treasury shares)

3 directors of the Company (excluding outside directors)35,000 shares

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

¥391 per share
Total issue value

¥13,685,000

Amount of funds to be raised
Total payment amount: ¥13,685,000 (the estimated net proceeds are not disclosed because the monetary compensation receivables are contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥13,685,000 (the annual compensation limit is ¥50,000 thousand)
発行済株式総数

No increase in the total number of issued shares as a result of the disposal of treasury shares

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

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 24 July 2026 until the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company throughout the period of service from 24 July 2026 until the date of the first annual general meeting of shareholders thereafter, all transfer restrictions on the allocated shares held at the expiration of the transfer restriction period will be lifted. If the recipient retires due to death, the restrictions will be lifted immediately after retirement. In the event of a reorganization or other similar event, the restrictions may be lifted as of the business day preceding the effective date of the reorganization or other event.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period. If the recipient ceases to be a director during the period of service for any reason other than retirement due to death, all allocated shares. In the event of a reorganization or other similar event, all shares for which the transfer restrictions have not been lifted after the restrictions are lifted in connection with the reorganization or other event.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 35,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held the position of director of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥391. The discount or premium rate is not disclosed (the closing price on the business day immediately preceding the pricing date was used).
Procedures under the Corporate Code of Conduct
At the 51st Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the payment of monetary compensation receivables of up to ¥50,000 thousand per year as restricted stock compensation, among other matters.
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 of35,000 common shares (treasury shares)
Issue price and disposal price¥391 per share
Total issue value¥13,685,000
Amount of funds to be raisedTotal payment amount: ¥13,685,000 (the estimated net proceeds are not disclosed because the monetary compensation receivables are contributed in kind)
Payment date24 July 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares 35,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held the position of director of the Company.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
Total number of issued sharesNo increase in the total number of issued shares as a result of the disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥391. The discount or premium rate is not disclosed (the closing price on the business day immediately preceding the pricing date was used).
Transfer restriction periodFrom 24 July 2026 until the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company throughout the period of service from 24 July 2026 until the date of the first annual general meeting of shareholders thereafter, all transfer restrictions on the allocated shares held at the expiration of the transfer restriction period will be lifted. If the recipient retires due to death, the restrictions will be lifted immediately after retirement. In the event of a reorganization or other similar event, the restrictions may be lifted as of the business day preceding the effective date of the reorganization or other event.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period. If the recipient ceases to be a director during the period of service for any reason other than retirement due to death, all allocated shares. In the event of a reorganization or other similar event, all shares for which the transfer restrictions have not been lifted after the restrictions are lifted in connection with the reorganization or other event.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 35,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥13,685,000 (the annual compensation limit is ¥50,000 thousand)
Procedures under the Corporate Code of ConductAt the 51st Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the payment of monetary compensation receivables of up to ¥50,000 thousand per year as restricted stock compensation, among other matters.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 encourage the eligible directors to contribute to the sustained enhancement of corporate value and promote value sharing between the directors and shareholders. The purpose is also to further increase the motivation of each eligible recipient.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | ASMO CORPORATION (2654) timely disclosure | Komori