Komori
Share Issuance and Disposal4238Miraial Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,000 treasury shares to 2 directors and 4 executive officers as restricted stock compensation. The transfer restriction period is 50 years and will be lifted subject to conditions including the recipients remaining in office or employment.

Worth reading
47Recurring
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
10000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,000Shares

10,000 shares of the Company's common stock (treasury shares)

2 directors (excluding directors who are Audit and Supervisory Committee Members and outside directors)5,400 shares
4 executive officers who do not concurrently serve as directors4,600 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.

¥1,377 per share
Total issue value

¥13,770,000

Amount of funds to be raised
Total payment amount: ¥13,770,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥13,770,000
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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
From 16 June 2026 to 15 June 2076 (50 years)
Conditions for lifting transfer restrictions
Subject to the recipients continuously holding the position of director or executive officer of the Company during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If a recipient leaves office upon expiration of the term, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of death-related retirement, the restrictions will be lifted immediately after death.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time when the transfer restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions remain in place after the lifting of the applicable restrictions.
Categories and Number of Persons Covered
2 directors, excluding directors who are Audit and Supervisory Committee members and outside directors, holding 5,400 shares; 4 executive officers who do not concurrently serve as directors, holding 4,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts. The transfer restriction period runs from 16 June 2026 to 15 June 2076.
Payment date
16 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 15 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,377. No discount or premium rate was 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 of10,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,377 per share
Total issue value¥13,770,000
Amount of funds to be raisedTotal payment amount: ¥13,770,000; estimated net proceeds: not disclosed
Payment date16 June 2026
Intended allotteeName 2 directors (excluding directors who are Audit and Supervisory Committee Members and outside directors) / Number of Shares 5,400 shares, Name 4 executive officers who do not concurrently serve as directors / Number of Shares 4,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts. The transfer restriction period runs from 16 June 2026 to 15 June 2076.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 15 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,377. No discount or premium rate was disclosed.
Transfer restriction periodFrom 16 June 2026 to 15 June 2076 (50 years)
Conditions for lifting transfer restrictionsSubject to the recipients continuously holding the position of director or executive officer of the Company during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If a recipient leaves office upon expiration of the term, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of death-related retirement, the restrictions will be lifted immediately after death.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time when the transfer restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions remain in place after the lifting of the applicable restrictions.
Categories and Number of Persons Covered2 directors, excluding directors who are Audit and Supervisory Committee members and outside directors, holding 5,400 shares; 4 executive officers who do not concurrently serve as directors, holding 4,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥13,770,000
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 enhancing corporate value over the medium to long term and to align the interests of the recipients with those of shareholders. In addition, considering the purpose of this plan, the Company's business conditions, the scope of responsibilities of each eligible director and other relevant circumstances, the Company added executive officers who do not concurrently serve as directors to the eligible recipients.

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 | Miraial Co.,Ltd. (4238) timely disclosure | Komori