Komori
Share Issuance and Disposal3405KURARAY CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

KURARAY CO.,LTD. will allocate 87,710 treasury shares as restricted stock compensation to a total of 36 directors, executive officers and councilors. The shares may not be transferred until the recipient retires from office, and the Company will acquire them without consideration if certain conditions apply.

Worth reading
40Recurring
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
87710
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much87,710Shares

87,710 common shares of the Company (treasury shares)

6 directors (excluding outside directors and employees working overseas)44,100 shares
19 executive officers (excluding those concurrently serving as directors of the Company and employees working overseas)32,830 shares
11 councilors (excluding employees working overseas)10,780 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.

¥1,619 per share
Total issue value

¥142,002,490

Total Stock-Based Compensation
Total monetary compensation receivables of ¥142,002,490. Shareholder approval has been obtained for monetary compensation receivables of up to ¥180 million per year for eligible directors and the delivery of up to 60,000 restricted shares per year.
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 April 2026 until the recipient retires from office
Conditions for lifting transfer restrictions
Subject to the recipient's retirement from office being for a reason deemed legitimate by the Company's Board of Directors, all or a portion of the transfer restrictions, calculated according to a specified formula, will be lifted upon expiry of the transfer restriction period. In the event of a reorganization or other similar transaction, the transfer restrictions will be lifted on a number of shares reasonably determined before the effective date.
Reason for acquisition without consideration
In addition to acquiring without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period, the Company will acquire all or a portion of the shares without consideration if the recipient commits misconduct or any other specified event set out in the restricted stock allocation agreement occurs.
Categories and Number of Persons Covered
6 directors, 44,100 shares; 19 executive officers, 32,830 shares; 11 councilors, 10,780 shares
Intended allottee's holding policy
From the payment date of 24 April 2026 until the recipient retires from office, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of ¥1,619 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium 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 of87,710 common shares of the Company (treasury shares)
Issue price and disposal price¥1,619 per share
Total issue value¥142,002,490
Payment date24 April 2026
Intended allotteeName 6 directors (excluding outside directors and employees working overseas) / Number of Shares 44,100 shares, Name 19 executive officers (excluding those concurrently serving as directors of the Company and employees working overseas) / Number of Shares 32,830 shares, Name 11 councilors (excluding employees working overseas) / Number of Shares 10,780 shares
Intended allottee's holding policyFrom the payment date of 24 April 2026 until the recipient retires from office, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of ¥1,619 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium is stated.
Transfer restriction periodFrom 24 April 2026 until the recipient retires from office
Conditions for lifting transfer restrictionsSubject to the recipient's retirement from office being for a reason deemed legitimate by the Company's Board of Directors, all or a portion of the transfer restrictions, calculated according to a specified formula, will be lifted upon expiry of the transfer restriction period. In the event of a reorganization or other similar transaction, the transfer restrictions will be lifted on a number of shares reasonably determined before the effective date.
Reason for acquisition without considerationIn addition to acquiring without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period, the Company will acquire all or a portion of the shares without consideration if the recipient commits misconduct or any other specified event set out in the restricted stock allocation agreement occurs.
Categories and Number of Persons Covered6 directors, 44,100 shares; 19 executive officers, 32,830 shares; 11 councilors, 10,780 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥142,002,490. Shareholder approval has been obtained for monetary compensation receivables of up to ¥180 million per year for eligible directors and the delivery of up to 60,000 restricted shares per year.
Items this document does not state (15)
Amount of funds to be raisedEstimated 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 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 provide an incentive to achieve sustained growth in corporate value and further align the interests of the eligible directors and other recipients with those of 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 | KURARAY CO.,LTD. (3405) timely disclosure | Komori