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Share Issuance and Disposal3580KOMATSU MATERE Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

小松マテーレ resolved to dispose of 62,998 treasury shares as restricted stock compensation for 5 directors and 9 executive officers. The total disposal value is ¥43,972,604.

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62998
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much62,998Shares

62,998 common shares of the Company (treasury shares)

5 directors (excluding outside directors and directors who are Audit & Supervisory Committee members)39,968 shares
9 executive officers23,030 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.

¥698 per share
Total issue value

¥43,972,604

Total Stock-Based Compensation
Total monetary compensation receivables of ¥43,972,604. The annual compensation limit for eligible directors is ¥50 million or less.
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 21 July 2026 until the date of retirement
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the retirement of the relevant directors and other eligible persons is for a reason deemed legitimate by the Board of Directors. In the event of a corporate reorganization or similar transaction, the transfer restrictions will be lifted for a number of shares reasonably determined by the Company before the effective date.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period, shares corresponding to retirement during the period of service, and all or part of the shares if certain events, including misconduct, occur.
Categories and Number of Persons Covered
5 directors (excluding outside directors and directors who are Audit & Supervisory Committee members), 39,968 shares; 9 executive officers, 23,030 shares
Intended allottee's holding policy
The transfer restriction period runs from 21 July 2026 until the date of retirement. During this period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of ¥698 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium applies.
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 of62,998 common shares of the Company (treasury shares)
Issue price and disposal price¥698 per share
Total issue value¥43,972,604
Payment date21 July 2026
Intended allotteeName 5 directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Shares 39,968 shares, Name 9 executive officers / Number of Shares 23,030 shares
Intended allottee's holding policyThe transfer restriction period runs from 21 July 2026 until the date of retirement. During this period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of ¥698 on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium applies.
Transfer restriction periodFrom 21 July 2026 until the date of retirement
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the retirement of the relevant directors and other eligible persons is for a reason deemed legitimate by the Board of Directors. In the event of a corporate reorganization or similar transaction, the transfer restrictions will be lifted for a number of shares reasonably determined by the Company before the effective date.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period, shares corresponding to retirement during the period of service, and all or part of the shares if certain events, including misconduct, occur.
Categories and Number of Persons Covered5 directors (excluding outside directors and directors who are Audit & Supervisory Committee members), 39,968 shares; 9 executive officers, 23,030 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥43,972,604. The annual compensation limit for eligible directors is ¥50 million or less.
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 incentives for the sustained enhancement of corporate value and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOMATSU MATERE Co.,Ltd. (3580) timely disclosure | Komori