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Share Issuance and Disposal3439Mitsuchi CorporationConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 12,600 treasury shares to 5 directors, excluding outside directors, as restricted stock compensation. The disposal price is ¥679 per share, for a total disposal value of ¥8,555,400.

Worth reading
35Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
12600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

12,600 common shares of the company (10,200 shares for directors excluding directors serving as Audit and Supervisory Committee members, and 2,400 shares for directors serving as Audit and Supervisory Committee members)

4 directors of the company, excluding directors serving as Audit and Supervisory Committee members and outside directors10,200 shares
1 director who is an Audit & Supervisory Committee Member, excluding outside directors2,400 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.

¥679 per share
Total issue value

¥8,555,400

Amount of funds to be raised
Not applicable (the full amount of the monetary compensation receivables to be paid to the eligible directors will be contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥8,555,400. The annual compensation limits are ¥30 million for directors excluding directors serving as Audit and Supervisory Committee members and outside directors, and ¥3 million for directors serving as Audit and Supervisory Committee members, excluding outside directors.
Specific use of funds
Not applicable (in-kind contribution of compensation claims)
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 the allocation date until the date on which the holder ceases to serve as a director, executive officer or employee of the company or any of its subsidiaries. However, if that date is on or before 30 September 2027, the period will continue until 1 October 2027.
Conditions for lifting transfer restrictions
The holder must continuously serve as a director, executive officer or employee of the company or any of its subsidiaries from the start date of this transfer restriction period until the first annual general meeting of shareholders held thereafter. If the holder ceases to serve for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the holder ceases to serve or leaves employment without a valid reason by the day before the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions on the effective date of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered
4 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors: 10,200 shares; 1 director serving as an Audit and Supervisory Committee member, excluding outside directors: 2,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a transfer security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
23 October 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on 24 September 2026 was ¥679. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 63rd annual general meeting of shareholders held on 25 September 2025, approval was obtained for the stock compensation plan, the cap on compensation receivables, the cap on the number of shares and the transfer restriction period, in accordance with the Corporate Conduct Code.
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 of12,600 common shares of the company (10,200 shares for directors excluding directors serving as Audit and Supervisory Committee members, and 2,400 shares for directors serving as Audit and Supervisory Committee members)
Issue price and disposal price¥679 per share
Total issue value¥8,555,400
Amount of funds to be raisedNot applicable (the full amount of the monetary compensation receivables to be paid to the eligible directors will be contributed in kind)
Specific use of fundsNot applicable (in-kind contribution of compensation claims)
Payment date23 October 2026
Intended allotteeName 4 directors of the company, excluding directors serving as Audit and Supervisory Committee members and outside directors / Number of Shares 10,200 shares, Name 1 director who is an Audit & Supervisory Committee Member, excluding outside directors / Number of Shares 2,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a transfer security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any way. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
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 on 24 September 2026 was ¥679. No discount or premium.
Transfer restriction periodFrom the allocation date until the date on which the holder ceases to serve as a director, executive officer or employee of the company or any of its subsidiaries. However, if that date is on or before 30 September 2027, the period will continue until 1 October 2027.
Conditions for lifting transfer restrictionsThe holder must continuously serve as a director, executive officer or employee of the company or any of its subsidiaries from the start date of this transfer restriction period until the first annual general meeting of shareholders held thereafter. If the holder ceases to serve for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the holder ceases to serve or leaves employment without a valid reason by the day before the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions on the effective date of a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered4 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors: 10,200 shares; 1 director serving as an Audit and Supervisory Committee member, excluding outside directors: 2,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥8,555,400. The annual compensation limits are ¥30 million for directors excluding directors serving as Audit and Supervisory Committee members and outside directors, and ¥3 million for directors serving as Audit and Supervisory Committee members, excluding outside directors.
Procedures under the Corporate Code of ConductAt the 63rd annual general meeting of shareholders held on 25 September 2025, approval was obtained for the stock compensation plan, the cap on compensation receivables, the cap on the number of shares and the transfer restriction period, in accordance with the Corporate Conduct Code.
Items this document does not state (11)
Estimated issuance expensesDilution RateExercise 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 provide the eligible directors with an incentive to achieve sustained growth in the company’s corporate value and to promote further value sharing with shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Mitsuchi Corporation (3439) timely disclosure | Komori