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Share Issuance and Disposal5356MINO CERAMIC CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to a Performance-Linked Share-Based Compensation Plan

The Company resolved to dispose of 350,000 treasury shares to the trust account as shares to be delivered by the trust in the future, in order to continue the performance-linked share compensation plan. The total disposal amount is ¥451.5 million.

Worth reading
67In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
350000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with an additional contribution to a performance-based stock compensation plan

Who receives how much350,000Shares

Treasury shares: common shares, 350,000 shares

Japan Custody Bank, Ltd. (Trust E Account)350,000 shares

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

¥1,290 per share
Amount of funds to be raised

Total payment amount: ¥451,500,000; estimated net proceeds: Not disclosed

Specific use of funds
Additional contribution to the trust so that it can acquire the shares expected to be required for future benefits as the plan continuesAmount ¥451,500,000 / Scheduled timing of expenditures 24 August 2026
発行済株式総数

2.71% of total shares issued and 3.29% of total voting rights

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.

Categories and Number of Persons Covered
The Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and executive officers, as well as directors, excluding outside directors, and executive officers of the Company's subsidiaries. The breakdown of the number of eligible persons and allocated shares by category is Not disclosed.
Intended allottee's holding policy
The trust account will hold and dispose of the Company's shares for the operation of the plan.
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,290. No discount or premium.
Procedures under the Corporate Code of Conduct
The introduction of the plan, the re-establishment of the compensation limit and amendments to the plan were approved at the annual general meetings of shareholders held in 2019, 2021, 2023 and 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with an additional contribution to a performance-based stock compensation plan
Number of shares to be issued or disposed ofTreasury shares: common shares, 350,000 shares
Issue price and disposal price¥1,290 per share
Amount of funds to be raisedTotal payment amount: ¥451,500,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional contribution to the trust so that it can acquire the shares expected to be required for future benefits as the plan continues / Amount ¥451,500,000 / Scheduled timing of expenditures 24 August 2026
Payment date24 August 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 350,000 shares
Intended allottee's holding policyThe trust account will hold and dispose of the Company's shares for the operation of the plan.
Dilution Rate2.71% of total shares issued and 3.29% of total voting rights
Total number of issued shares12,909,828 shares → 12,909,828 shares(0%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,290. No discount or premium.
Categories and Number of Persons CoveredThe Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, and executive officers, as well as directors, excluding outside directors, and executive officers of the Company's subsidiaries. The breakdown of the number of eligible persons and allocated shares by category is Not disclosed.
Procedures under the Corporate Code of ConductThe introduction of the plan, the re-establishment of the compensation limit and amendments to the plan were approved at the annual general meetings of shareholders held in 2019, 2021, 2023 and 2026.
Items this document does not state (15)
Total issue valueEstimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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.

The trust will acquire shares expected to be required for future benefits in order to continue the plan. The disposal quantity corresponds to the number of shares expected to be delivered to directors and other eligible persons during the trust period, including shares for the 5 fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2031.

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Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to a Performance-Linked Share-Based Compensation Plan | MINO CERAMIC CO.,LTD. (5356) timely disclosure | Komori