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Share Issuance and Disposal5185Fukoku Co.,Ltd.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,920 treasury shares to 5 directors as restricted stock compensation. The shares may not be transferred for a specified period, until retirement or resignation, or otherwise.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.04
% (percentage of total shares outstanding)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,920Shares

Treasury shares: 6,920 common shares of the Company

5 directors (excluding directors who are non-residents of Japan, directors serving as Audit and Supervisory Committee Members, and outside directors): 6,920 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,782 per share
Total issue value

¥12,331,440

Amount of funds to be raised
Total payment amount: ¥12,331,440; estimated net proceeds: ¥12,331,440 (as the shares will be paid for through an in-kind contribution of monetary compensation receivables granted under the plan, this does not constitute cash funding)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥12,331,440 (the annual limit for monetary compensation receivables under the plan is ¥50 million)
発行済株式総数

0.04% (percentage of total issued 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 23 July 2026, the payment date, until the date on which all directors, executive officers and employees of the Company or its subsidiaries retire or resign
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director, executive officer or employee of the Company or its subsidiaries throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires or resigns during the period due to death or another reason deemed valid by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
5 directors: 6,920 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 23 July 2026 until the date on which all directors, executive officers and employees of the Company or its subsidiaries retire or resign.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,782. No discount or premium applies.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not 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 ofTreasury shares: 6,920 common shares of the Company
Issue price and disposal price¥1,782 per share
Total issue value¥12,331,440
Amount of funds to be raisedTotal payment amount: ¥12,331,440; estimated net proceeds: ¥12,331,440 (as the shares will be paid for through an in-kind contribution of monetary compensation receivables granted under the plan, this does not constitute cash funding)
Payment date23 July 2026
Intended allottee5 directors (excluding directors who are non-residents of Japan, directors serving as Audit and Supervisory Committee Members, and outside directors): 6,920 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 23 July 2026 until the date on which all directors, executive officers and employees of the Company or its subsidiaries retire or resign.
Dilution Rate0.04% (percentage of total issued shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,782. No discount or premium applies.
Transfer restriction periodFrom 23 July 2026, the payment date, until the date on which all directors, executive officers and employees of the Company or its subsidiaries retire or resign
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director, executive officer or employee of the Company or its subsidiaries throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the date of the Company's annual general meeting of shareholders held in the following year. If the recipient retires or resigns during the period due to death or another reason deemed valid by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered5 directors: 6,920 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥12,331,440 (the annual limit for monetary compensation receivables under the plan is ¥50 million)
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 with an incentive to achieve sustained growth in corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders. The number of shares allocated was determined after taking into consideration the purpose of the plan, the Company's performance, and the scope of responsibilities of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Fukoku Co.,Ltd. (5185) timely disclosure | Komori