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Share Issuance and Disposal5351SHINAGAWA REFRA CO.,LTD.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Post-Delivery Stock-Based Compensation

The Company resolved to allocate 33,588 treasury shares to 5 directors as performance-linked, post-delivery stock-based compensation. The shares will be subject to transfer restrictions until the date on which the directors cease to hold their positions as directors.

Worth reading
36Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
33588
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much33,588Shares

33,588 common shares (treasury shares)

5 directors of the Company: 33,588 shares (excluding directors who are Audit & Supervisory Committee members and outside directors; includes 1 retiring director)

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

¥1,873 per share
Total issue value

¥62,910,324

Total Stock-Based Compensation
Up to ¥80 million per year (the compensation limit approved at the general meeting of shareholders held on 29 June 2023)
発行済株式総数

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 24 July 2026 (the payment date) until the date on which the relevant director ceases to hold the position of director of the Company. In certain cases, however, the period will run until the date of submission of the fiscal 2026 semiannual report.
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares will be lifted when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted before the effective date by resolution of the Board of Directors.
Reason for acquisition without consideration
If a relevant director violates any law, regulation, internal rule or the allocated share agreement, or falls under any other circumstance specified by the Board of Directors as warranting the Company's acquisition of the allocated shares without consideration.
Stock Split RatioThe disclosure states that a share split was conducted on 1 October 2023, but the split ratio is Not disclosed
Categories and Number of Persons Covered
5 directors of the Company: 33,588 shares (excluding directors who are Audit & Supervisory Committee members and outside directors; includes 1 retiring director)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. All transfer restrictions will be lifted when the transfer restriction period expires.
Payment date
24 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 24 June 2026, ¥1,873. 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 of33,588 common shares (treasury shares)
Issue price and disposal price¥1,873 per share
Total issue value¥62,910,324
Payment date24 July 2026
Intended allottee5 directors of the Company: 33,588 shares (excluding directors who are Audit & Supervisory Committee members and outside directors; includes 1 retiring director)
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. All transfer restrictions will be lifted when the transfer restriction period expires.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, ¥1,873. No discount or premium rate was disclosed.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the relevant director ceases to hold the position of director of the Company. In certain cases, however, the period will run until the date of submission of the fiscal 2026 semiannual report.
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares will be lifted when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted before the effective date by resolution of the Board of Directors.
Reason for acquisition without considerationIf a relevant director violates any law, regulation, internal rule or the allocated share agreement, or falls under any other circumstance specified by the Board of Directors as warranting the Company's acquisition of the allocated shares without consideration.
Categories and Number of Persons Covered5 directors of the Company: 33,588 shares (excluding directors who are Audit & Supervisory Committee members and outside directors; includes 1 retiring director)
Total Stock-Based CompensationUp to ¥80 million per year (the compensation limit approved at the general meeting of shareholders held on 29 June 2023)
Stock Split RatioThe disclosure states that a share split was conducted on 1 October 2023, but the split ratio is Not disclosed
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 an incentive to enhance corporate value and promote value sharing with shareholders. The number of shares was also determined based on performance results during the evaluation period.

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Notice Regarding the Disposal of Treasury Shares as Post-Delivery Stock-Based Compensation | SHINAGAWA REFRA CO.,LTD. (5351) timely disclosure | Komori