Komori
Share Issuance and Disposal5237NOZAWA CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Employees of the Company and Its Consolidated Subsidiaries

The Company resolved to dispose of 23,050 treasury shares as restricted stock to 257 employees of the Company and its consolidated subsidiaries. Monetary claims of ¥25,631,600 granted to the employees will be contributed in kind.

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
23050
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much23,050Shares

23,050 common shares of the Company (treasury shares)

257 employees of the Company and its consolidated subsidiaries; 23,050 shares

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

¥1,112 per share
Total issue value

¥25,631,600

Amount of funds to be raised
Total monetary claims contributed in kind: ¥25,631,600. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims granted to the covered employees: ¥25,631,600
発行済株式総数

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

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
10 December 2026 to 9 December 2031 (5 years)
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the period, provided that the covered employee remains continuously employed by the Company or one of its consolidated subsidiaries throughout the restriction period. In the event of retirement after reaching the mandatory retirement age, retirement for a legitimate reason or death, all restrictions will be lifted at the time of retirement or death. In the event of a reorganisation or similar transaction, all restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If a covered employee leaves the Company before reaching the mandatory retirement age for a reason other than a legitimate reason or death, all shares will be acquired without consideration at the time of departure. If any shares remain subject to restrictions when the restriction period expires, all such shares will also be acquired without consideration.
Categories and Number of Persons Covered
257 employees of the Company and its consolidated subsidiaries; 23,050 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The restriction period runs from 10 December 2026 to 9 December 2031.
Payment date
10 December 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 15 October 2026 was ¥1,112. No discount or premium.
Procedures under the Corporate Code of Conduct
Written resolution in lieu of a board resolution under Article 370 of the Companies Act and Article 23 of the Company's Articles of Incorporation
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 of23,050 common shares of the Company (treasury shares)
Issue price and disposal price¥1,112 per share
Total issue value¥25,631,600
Amount of funds to be raisedTotal monetary claims contributed in kind: ¥25,631,600. Estimated net proceeds: Not disclosed
Payment date10 December 2026
Intended allottee257 employees of the Company and its consolidated subsidiaries; 23,050 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The restriction period runs from 10 December 2026 to 9 December 2031.
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 shares on the Standard Market of the Tokyo Stock Exchange on 15 October 2026 was ¥1,112. No discount or premium.
Transfer restriction period10 December 2026 to 9 December 2031 (5 years)
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the period, provided that the covered employee remains continuously employed by the Company or one of its consolidated subsidiaries throughout the restriction period. In the event of retirement after reaching the mandatory retirement age, retirement for a legitimate reason or death, all restrictions will be lifted at the time of retirement or death. In the event of a reorganisation or similar transaction, all restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf a covered employee leaves the Company before reaching the mandatory retirement age for a reason other than a legitimate reason or death, all shares will be acquired without consideration at the time of departure. If any shares remain subject to restrictions when the restriction period expires, all such shares will also be acquired without consideration.
Categories and Number of Persons Covered257 employees of the Company and its consolidated subsidiaries; 23,050 shares
Total Stock-Based CompensationTotal monetary claims granted to the covered employees: ¥25,631,600
Procedures under the Corporate Code of ConductWritten resolution in lieu of a board resolution under Article 370 of the Companies Act and Article 23 of the Company's Articles of Incorporation
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 employees with an incentive to continuously enhance the corporate value of the Company Group, promote value sharing with shareholders, and increase their motivation to contribute to higher share prices and enhanced corporate value.

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 for Employees of the Company and Its Consolidated Subsidiaries | NOZAWA CORPORATION (5237) timely disclosure | Komori