Komori
Share Issuance and Disposal4102Maruo Calcium Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 17,400 treasury shares to 9 directors as restricted stock compensation for officers. The shares will be subject to a 30-year transfer restriction.

Worth reading
38Recurring
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
17400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,400Shares

17,400 shares of the Company's common stock (treasury shares)

The Company's directors (excluding directors who are Audit & Supervisory Committee Members)5 / 16,000 shares
Directors of the Company who are Audit and Supervisory Committee members4 / 1,400 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.

¥1,431 per share
Total issue value

¥24,899,400

Total Stock-Based Compensation
Total monetary compensation receivables of ¥24,899,400. The annual compensation limit is ¥60 million or less for the eligible directors, including ¥1.5 million or less for outside directors, and ¥5 million or less for directors serving as Audit & Supervisory Committee Members.
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 28 July 2026 through 27 July 2056 (30 years)
Conditions for lifting transfer restrictions
All of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the recipient remains continuously in the designated director position through the date of the first annual general meeting held after the start of the transfer restriction period. If the recipient leaves office for a valid reason, the number of shares released will be determined according to the number of months in office.
Reason for acquisition without consideration
If the recipient leaves the designated director position without a valid reason before the day preceding the date of the first annual general meeting to be held after the start of the transfer restriction period, if the transfer restrictions have not been lifted at the end of the period, or if the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
5 directors (excluding directors serving as Audit & Supervisory Committee Members), 16,000 shares; 4 directors serving as Audit & Supervisory Committee Members, 1,400 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way, and must be held and maintained in a designated account until the restrictions are lifted.
Payment date
28 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 6 July 2026, ¥1,431. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 78th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the stock compensation plan, the compensation limits, the maximum number of shares and the transfer restriction period, among other matters.
Impact on Business Performance
No impact on financial results from this disposition of treasury shares 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 of17,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,431 per share
Total issue value¥24,899,400
Payment date28 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 5 / Number of Shares 16,000 shares, Name Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 4 / Number of Shares 1,400 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way, and must be held and maintained in a designated account until the restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 6 July 2026, ¥1,431. No discount or premium applies.
Transfer restriction periodFrom 28 July 2026 through 27 July 2056 (30 years)
Conditions for lifting transfer restrictionsAll of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the recipient remains continuously in the designated director position through the date of the first annual general meeting held after the start of the transfer restriction period. If the recipient leaves office for a valid reason, the number of shares released will be determined according to the number of months in office.
Reason for acquisition without considerationIf the recipient leaves the designated director position without a valid reason before the day preceding the date of the first annual general meeting to be held after the start of the transfer restriction period, if the transfer restrictions have not been lifted at the end of the period, or if the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered5 directors (excluding directors serving as Audit & Supervisory Committee Members), 16,000 shares; 4 directors serving as Audit & Supervisory Committee Members, 1,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥24,899,400. The annual compensation limit is ¥60 million or less for the eligible directors, including ¥1.5 million or less for outside directors, and ¥5 million or less for directors serving as Audit & Supervisory Committee Members.
Procedures under the Corporate Code of ConductAt the 78th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the stock compensation plan, the compensation limits, the maximum number of shares and the transfer restriction period, among other matters.
Impact on Business PerformanceNo impact on financial results from this disposition of treasury shares is stated.
Items this document does not state (13)
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 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 the eligible directors and directors serving as Audit & Supervisory Committee Members with incentives to achieve sustained growth in corporate value and to promote shared value with 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 | Maruo Calcium Co.,Ltd. (4102) timely disclosure | Komori