Komori
Share Issuance and Disposal3543KOMEDA Holdings Co.,Ltd.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors, Officers and Employees

The Company has resolved to dispose of 19,836 treasury shares as share-based compensation for its directors, officers and employees of its subsidiaries. The recipients will contribute monetary compensation receivables in kind, and the shares will be subject to transfer restrictions for a specified period.

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19836
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,836Shares

19,836 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)3 / 5,990 shares
Directors and executive officers of the Company's subsidiaries13 / 3,166 shares
Employees of the Company’s subsidiaries125 / 10,680 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.

¥2,704 per share
Total issue value

¥53,636,544

Amount of funds to be raised
Total payment amount: ¥53,636,544; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥53,636,544, including ¥16,196,960 for the eligible directors
発行済株式総数

0.04%

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
Service-continuation type: from 15 July 2026 until the date on which the recipient ceases to be a director of the Company. Performance-linked type: from the payment date until the date of the Company's annual general meeting of shareholders to be held in 2031. For subsidiary directors, executive officers and employees: from the payment date until 15 July 2029.
Conditions for lifting transfer restrictions
For the service-continuation type, the recipient must continuously remain a director of the Company throughout the service provision period. For the performance-linked type, the number of shares will be calculated based on continued service during the transfer restriction period and the degree of achievement of performance targets. The performance targets are the employee engagement score and the reduction in carbon dioxide emissions per unit of sales revenue. For subsidiary directors, executive officers and employees, the recipient must continuously hold the prescribed position as a director, executive officer or employee throughout the transfer restriction period.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
3 Company directors: 5,990 shares; 13 directors and executive officers of the Company's subsidiaries: 3,166 shares; 125 employees of the Company's subsidiaries: 10,680 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted shares will be managed in dedicated accounts at Daiwa Securities Co., Ltd.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,704. No discount or premium was applied.
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 of19,836 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,704 per share
Total issue value¥53,636,544
Amount of funds to be raisedTotal payment amount: ¥53,636,544; estimated net proceeds: Not disclosed
Payment date15 July 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 3 / Number of Shares 5,990 shares, Name Directors and executive officers of the Company's subsidiaries / Number of Employees 13 / Number of Shares 3,166 shares, Name Employees of the Company’s subsidiaries / Number of Employees 125 / Number of Shares 10,680 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted shares will be managed in dedicated accounts at Daiwa Securities Co., Ltd.
Dilution Rate0.04%
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,704. No discount or premium was applied.
Transfer restriction periodService-continuation type: from 15 July 2026 until the date on which the recipient ceases to be a director of the Company. Performance-linked type: from the payment date until the date of the Company's annual general meeting of shareholders to be held in 2031. For subsidiary directors, executive officers and employees: from the payment date until 15 July 2029.
Conditions for lifting transfer restrictionsFor the service-continuation type, the recipient must continuously remain a director of the Company throughout the service provision period. For the performance-linked type, the number of shares will be calculated based on continued service during the transfer restriction period and the degree of achievement of performance targets. The performance targets are the employee engagement score and the reduction in carbon dioxide emissions per unit of sales revenue. For subsidiary directors, executive officers and employees, the recipient must continuously hold the prescribed position as a director, executive officer or employee throughout the transfer restriction period.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered3 Company directors: 5,990 shares; 13 directors and executive officers of the Company's subsidiaries: 3,166 shares; 125 employees of the Company's subsidiaries: 10,680 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥53,636,544, including ¥16,196,960 for the eligible directors
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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 strengthen incentives for the sustainable enhancement of corporate value, achieve long-term value sharing with shareholders, and increase the linkage between performance and the compensation of the eligible directors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors, Officers and Employees | KOMEDA Holdings Co.,Ltd. (3543) timely disclosure | Komori