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Share Issuance and Disposal4125SANWAYUKA INDUSTRY CORPORATIONMaterials and Chemicals

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 930 common shares to 1 director and 3 executive officers as restricted stock compensation. The total issue price is ¥2,752,800, and the shares will be subject to a 10-year transfer restriction.

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Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
930
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much930Shares

930 common shares

1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors292 shares
3 executive officers who do not concurrently serve as directors of the Company638 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.

¥2,960 per share
Total issue value

¥2,752,800

Total Stock-Based Compensation
Total monetary compensation receivables of ¥2,752,800 (the annual upper limit on total compensation for eligible directors is ¥100 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
17 July 2026 to 16 July 2036 (10 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the eligible directors and other recipients have continuously remained in any of the following positions with the Company or one of its subsidiaries during the restriction period: director, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, adviser, counselor, employee, or any equivalent position. In the event of retirement or resignation due to expiration of the term of office, reaching the mandatory retirement age, or another legitimate reason, the restrictions on the number of shares corresponding to the number of months of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares remaining subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered
1 director, excluding directors who are Audit and Supervisory Committee members and outside directors, and 292 shares; 3 executive officers who do not concurrently serve as directors, and 638 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, or otherwise disposed of in any way. The transfer restriction period runs from 17 July 2026 to 16 July 2036.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 18 June 2026, ¥2,960. No discount or premium rate is stated.
Impact on Business Performance
This disclosure contains no information regarding the impact on business performance.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of930 common shares
Issue price and disposal price¥2,960 per share
Total issue value¥2,752,800
Payment date17 July 2026
Intended allotteeName 1 director of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 292 shares, Name 3 executive officers who do not concurrently serve as directors of the Company / Number of Shares 638 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, or otherwise disposed of in any way. The transfer restriction period runs from 17 July 2026 to 16 July 2036.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 18 June 2026, ¥2,960. No discount or premium rate is stated.
Transfer restriction period17 July 2026 to 16 July 2036 (10 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the eligible directors and other recipients have continuously remained in any of the following positions with the Company or one of its subsidiaries during the restriction period: director, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, adviser, counselor, employee, or any equivalent position. In the event of retirement or resignation due to expiration of the term of office, reaching the mandatory retirement age, or another legitimate reason, the restrictions on the number of shares corresponding to the number of months of service will be lifted immediately after the retirement or resignation.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares remaining subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered1 director, excluding directors who are Audit and Supervisory Committee members and outside directors, and 292 shares; 3 executive officers who do not concurrently serve as directors, and 638 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥2,752,800 (the annual upper limit on total compensation for eligible directors is ¥100 million)
Impact on Business PerformanceThis disclosure contains no information regarding the impact on business performance.
Items this document does not state (14)
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 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 others with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and others.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | SANWAYUKA INDUSTRY CORPORATION (4125) timely disclosure | Komori