Komori
Share Issuance and Disposal2750S.ISHIMITSU&CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,561 treasury shares as restricted stock compensation to 5 directors, excluding outside directors. The transfer restrictions will remain in place from the payment date until the directors retire from office.

Worth reading
49Recurring
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
12561
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,561Shares

12,561 treasury shares

5 directors (excluding outside directors)12,561 shares

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

¥1,256 per share
Total issue value

¥15,779,907

Amount of funds to be raised
Total payment amount: ¥15,779,907; estimated net proceeds: Not disclosed (in-kind contribution of the eligible directors’ monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims of ¥15,779,907, within the annual compensation limit of ¥250 million approved for the directors.
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 19 June 2026 until the individual retires from office as a director of the Company
Conditions for lifting transfer restrictions
In principle, all transfer restrictions will be lifted upon expiration of the restriction period, subject to the individual having continuously held the position of director of the Company throughout the restriction period. If the individual retires during the restriction period, the number of shares to be released will be reasonably determined based on the period of service.
Reason for acquisition without consideration
If it is determined that an individual will retire from the position of director for a reason other than death, expiration of the term of office, reaching the retirement age or another legitimate reason, the Company will acquire all of the shares without consideration. If the individual retires during the restriction period or a corporate reorganization occurs, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. Other circumstances will be governed by the allocation agreement.
Categories and Number of Persons Covered
5 directors, excluding outside directors; 12,561 shares allocated
Intended allottee's holding policy
The transfer restriction period will run from the payment date until the eligible individual retires from office as a director of the Company. During this period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
19 June 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Standard Market of the Tokyo Stock Exchange on 21 May 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,256. The discount or premium was equivalent to 0% (the Company explained that the price does not constitute a particularly favorable price).
Procedures under the Corporate Code of Conduct
At the 71st Annual General Meeting of Shareholders held on 29 June 2021, the directors’ annual compensation was approved within a limit of ¥250 million.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results 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 of12,561 treasury shares
Issue price and disposal price¥1,256 per share
Total issue value¥15,779,907
Amount of funds to be raisedTotal payment amount: ¥15,779,907; estimated net proceeds: Not disclosed (in-kind contribution of the eligible directors’ monetary compensation claims)
Payment date19 June 2026
Intended allotteeCategory 5 directors (excluding outside directors) / Number of Shares 12,561 shares
Intended allottee's holding policyThe transfer restriction period will run from the payment date until the eligible individual retires from office as a director of the Company. During this period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Standard Market of the Tokyo Stock Exchange on 21 May 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,256. The discount or premium was equivalent to 0% (the Company explained that the price does not constitute a particularly favorable price).
Transfer restriction periodFrom 19 June 2026 until the individual retires from office as a director of the Company
Conditions for lifting transfer restrictionsIn principle, all transfer restrictions will be lifted upon expiration of the restriction period, subject to the individual having continuously held the position of director of the Company throughout the restriction period. If the individual retires during the restriction period, the number of shares to be released will be reasonably determined based on the period of service.
Reason for acquisition without considerationIf it is determined that an individual will retire from the position of director for a reason other than death, expiration of the term of office, reaching the retirement age or another legitimate reason, the Company will acquire all of the shares without consideration. If the individual retires during the restriction period or a corporate reorganization occurs, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. Other circumstances will be governed by the allocation agreement.
Categories and Number of Persons Covered5 directors, excluding outside directors; 12,561 shares allocated
Total Stock-Based CompensationTotal monetary compensation claims of ¥15,779,907, within the annual compensation limit of ¥250 million approved for the directors.
Procedures under the Corporate Code of ConductAt the 71st Annual General Meeting of Shareholders held on 29 June 2021, the directors’ annual compensation was approved within a limit of ¥250 million.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 provide the eligible directors with an incentive to achieve sustained growth in corporate value and to promote the sharing of value between the eligible directors and shareholders.

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 Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | S.ISHIMITSU&CO.,LTD. (2750) timely disclosure | Komori