Komori
Share Issuance and Disposal5357YOTAI REFRACTORIES CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,258 treasury shares at ¥1,745 per share to 4 directors and 7 executive officers as restricted stock compensation. As payment will be made through an in-kind contribution of monetary compensation claims, the Company will not raise any new funds.

Worth reading
39Recurring
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
12258
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,258Shares

12,258 treasury shares

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors10,026 shares
7 Executive Officers who do not concurrently serve as Directors2,232 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.

¥1,745 per share
Total issue value

¥21,390,210

Amount of funds to be raised
Total payment amount: ¥21,390,210; estimated net proceeds: Not disclosed (no actual fundraising because payment will be made through an in-kind contribution)
Total Stock-Based Compensation
Total monetary compensation claims: ¥21,390,210. The compensation framework provides for monetary compensation claims of up to ¥50 million per year and up to 100,000 common shares per year.
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 only)

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 7 August 2026 until immediately after the recipient retires or resigns from both the position of director and the position of executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either the position of director or the position of executive officer who does not concurrently serve as a director during the service provision period, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of retirement or resignation for a legitimate reason, such as expiration of the term of office, reaching the mandatory retirement age or death, the transfer restrictions will be released immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
Category Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 10,026 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 2,232 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. The transfer restriction period will run from 7 August 2026 until immediately after the recipient retires or resigns from both the position of director and the position of executive officer who does not concurrently serve as a director.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,745. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 123rd Annual General Meeting of Shareholders held on 24 June 2021, approval was obtained to grant monetary compensation claims of up to ¥50 million per year as restricted stock compensation and to issue or dispose of up to 100,000 common shares per year, among other matters.
Impact on Business Performance
The impact on business performance 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 of12,258 treasury shares
Issue price and disposal price¥1,745 per share
Total issue value¥21,390,210
Amount of funds to be raisedTotal payment amount: ¥21,390,210; estimated net proceeds: Not disclosed (no actual fundraising because payment will be made through an in-kind contribution)
Payment date7 August 2026
Intended allotteeName 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 10,026 shares, Name 7 Executive Officers who do not concurrently serve as Directors / Number of Shares 2,232 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. The transfer restriction period will run from 7 August 2026 until immediately after the recipient retires or resigns from both the position of director and the position of executive officer who does not concurrently serve as a director.
Dilution RateNot applicable (disposal of treasury shares only)
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 Prime Market of the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,745. No discount or premium was applied.
Transfer restriction periodFrom 7 August 2026 until immediately after the recipient retires or resigns from both the position of director and the position of executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either the position of director or the position of executive officer who does not concurrently serve as a director during the service provision period, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of retirement or resignation for a legitimate reason, such as expiration of the term of office, reaching the mandatory retirement age or death, the transfer restrictions will be released immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 10,026 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 2,232 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥21,390,210. The compensation framework provides for monetary compensation claims of up to ¥50 million per year and up to 100,000 common shares per year.
Procedures under the Corporate Code of ConductAt the 123rd Annual General Meeting of Shareholders held on 24 June 2021, approval was obtained to grant monetary compensation claims of up to ¥50 million per year as restricted stock compensation and to issue or dispose of up to 100,000 common shares per year, among other matters.
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 incentives for the sustained enhancement of corporate value and promote value sharing with shareholders, as well as to further motivate the eligible directors and other 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 | YOTAI REFRACTORIES CO.,LTD. (5357) timely disclosure | Komori