Komori
Share Issuance and Disposal3004SHINYEI KAISHATrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,628 treasury shares to 10 directors and executive officers as restricted stock compensation. The disposal price is ¥2,171 per share, for a total disposal value of ¥18,731,388.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,628Shares

8,628 ordinary shares of the Company (treasury shares)

5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors5,178 shares
5 executive officers who do not concurrently serve as directors3,450 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.

¥2,171 per share
Amount of funds to be raised

Total payment amount: ¥18,731,388; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥18,731,388
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 date on which the recipient resigns or retires from any position as a director, audit and supervisory board member, executive officer who does not concurrently serve as a director, employee, adviser, consultant, counsellor, associate or other equivalent position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
In the event of resignation or retirement upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted immediately after the resignation or retirement. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors after the recipient's death. The number of shares subject to the release will be calculated based on the period of service and other factors.
Reason for acquisition without consideration
If a recipient resigns or retires from the designated position without a legitimate reason, the Company will acquire all of the shares allocated under this arrangement without consideration. The Company will also acquire without consideration any shares for which the restrictions are not lifted when the restrictions are released, as well as any shares for which the restrictions are not lifted in connection with a corporate reorganization or other event.
Categories and Number of Persons Covered
5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors, 5,178 shares; 5 executive officers who do not concurrently serve as directors, 3,450 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer, create security interests over or otherwise dispose of the shares, which will be managed through dedicated accounts. The restricted period will run from 24 July 2026 until the date on which the recipient resigns or retires from a designated position at the Company or one of its subsidiaries.
Payment date
24 July 2026
Basis for determining the amount to be paid
The Company used ¥2,171, the closing price of its ordinary shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, as the basis for determining the payment amount. No discount or premium rate is stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of8,628 ordinary shares of the Company (treasury shares)
Issue price and disposal price¥2,171 per share
Amount of funds to be raisedTotal payment amount: ¥18,731,388; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 5,178 shares, Name 5 executive officers who do not concurrently serve as directors / Number of Shares 3,450 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer, create security interests over or otherwise dispose of the shares, which will be managed through dedicated accounts. The restricted period will run from 24 July 2026 until the date on which the recipient resigns or retires from a designated position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe Company used ¥2,171, the closing price of its ordinary shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, as the basis for determining the payment amount. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient resigns or retires from any position as a director, audit and supervisory board member, executive officer who does not concurrently serve as a director, employee, adviser, consultant, counsellor, associate or other equivalent position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsIn the event of resignation or retirement upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted immediately after the resignation or retirement. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors after the recipient's death. The number of shares subject to the release will be calculated based on the period of service and other factors.
Reason for acquisition without considerationIf a recipient resigns or retires from the designated position without a legitimate reason, the Company will acquire all of the shares allocated under this arrangement without consideration. The Company will also acquire without consideration any shares for which the restrictions are not lifted when the restrictions are released, as well as any shares for which the restrictions are not lifted in connection with a corporate reorganization or other event.
Categories and Number of Persons Covered5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors, 5,178 shares; 5 executive officers who do not concurrently serve as directors, 3,450 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥18,731,388
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The Company took into consideration its business performance, the scope of responsibilities of each eligible director and other factors, with the aim of providing medium- to long-term incentives, sharing shareholder value and further enhancing the motivation of each eligible director and other recipient under the restricted stock compensation plan.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SHINYEI KAISHA (3004) timely disclosure | Komori