Komori
Share Issuance and Disposal3569SEIREN CO.,LTD.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Executive Officers of the Company and Directors and Executive Officers of the Company's Subsidiary

The Company resolved to dispose of 128,000 treasury shares as restricted stock compensation for its directors and executive officers, as well as the directors and executive officers of its subsidiaries. The recipients will be prohibited from transferring the shares for a specified period, and the Company will acquire the shares without consideration if certain prescribed conditions are not met.

Worth reading
50Recurring
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
128000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much128,000Shares

128,000 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 77,000 shares
The Company's executive officers12 / 38,000 shares
Directors and executive officers of the Company's subsidiaries4 / 13,000 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.

¥3,360 per share
Total issue value

¥430,080,000

Amount of funds to be raised
Total payment amount: ¥430,080,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables and monetary receivables: ¥430,080,000 (for directors, within the annual compensation limit of ¥400 million)
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 25 July 2026 (the payment date) until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or as a director or executive officer of a subsidiary of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the applicable position from 25 July 2026 through the conclusion of the annual general meeting of shareholders held in the following year, all transfer restrictions will be lifted when the restricted period expires. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Board of Directors, the restrictions on a portion of the shares will be lifted based on the number of months from July 2026 through the month in which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions on a portion of the shares will also be lifted based on the prescribed calculation.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 77,000 shares, Category The Company's executive officers / Number of Employees 12 / Number of allocated shares 38,000 shares, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 4 / Number of allocated shares 13,000 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares, create security interests over them or otherwise dispose of them. The restricted period will run from 25 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or as a director or executive officer of a subsidiary of the Company.
Payment date
25 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 24 June 2026, ¥3,360. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 153rd annual general meeting of shareholders held on 24 June 2025, approval was obtained for the payment of monetary compensation receivables and the upper limit on the number of shares to be issued or disposed of, among other matters.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is 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 of128,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,360 per share
Total issue value¥430,080,000
Amount of funds to be raisedTotal payment amount: ¥430,080,000; estimated net proceeds: Not disclosed
Payment date25 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 77,000 shares, Category The Company's executive officers / Number of Employees 12 / Number of Shares 38,000 shares, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 4 / Number of Shares 13,000 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares, create security interests over them or otherwise dispose of them. The restricted period will run from 25 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or as a director or executive officer of a subsidiary of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥3,360. No discount or premium applies.
Transfer restriction periodFrom 25 July 2026 (the payment date) until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or as a director or executive officer of a subsidiary of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the applicable position from 25 July 2026 through the conclusion of the annual general meeting of shareholders held in the following year, all transfer restrictions will be lifted when the restricted period expires. If the recipient ceases to hold the position due to death or another reason deemed justifiable by the Board of Directors, the restrictions on a portion of the shares will be lifted based on the number of months from July 2026 through the month in which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions on a portion of the shares will also be lifted based on the prescribed calculation.
Reason for acquisition without considerationAt the expiration of the restricted transfer period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 77,000 shares, Category The Company's executive officers / Number of Employees 12 / Number of allocated shares 38,000 shares, Category Directors and executive officers of the Company's subsidiaries / Number of Employees 4 / Number of allocated shares 13,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables and monetary receivables: ¥430,080,000 (for directors, within the annual compensation limit of ¥400 million)
Procedures under the Corporate Code of ConductAt the 153rd annual general meeting of shareholders held on 24 June 2025, approval was obtained for the payment of monetary compensation receivables and the upper limit on the number of shares to be issued or disposed of, among other matters.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is 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 an incentive to achieve sustained growth in the corporate value of the Company Group and promote value sharing with shareholders. The Company also considered the purpose of the plan, the Company's performance, the scope of each recipient's responsibilities and other relevant circumstances.

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 Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Executive Officers of the Company and Directors and Executive Officers of the Company's Subsidiary | SEIREN CO.,LTD. (3569) timely disclosure | Komori