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Share Issuance and Disposal5446HOKUETSU METAL Co.,Ltd.Iron and nonferrous metals

Notice Regarding the Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (BBT and J-ESOP)

The Company resolved to dispose of 69,600 treasury shares held by the Company to Custody Bank of Japan, Ltd. (Trust E Account) in preparation for future benefits under BBT and J-ESOP. The shares disposed of will be used for stock benefits to directors, executive officers and employees, among others.

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Scale
69600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with additional contributions to the Stock Benefit Trusts (BBT and J-ESOP)

発行・処分する株式数69,600Shares

69,600 common shares (treasury shares)

Intended allottee
Japan Custody Bank, Ltd. (Trust E Account)
¥1,246 per share
Amount of funds to be raised

Total payment amount: ¥86,721,600; estimated net proceeds: Not disclosed

Specific use of funds
Acquisition of shares expected to be required for future stock benefits to directors and other eligible persons under the BBT program
Acquisition of shares expected to be required for future stock benefits to employees and other eligible persons under the J-ESOP program
発行済株式総数

1.74% of total shares issued and 1.78% 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
BBT: the Company's directors and executive officers, excluding outside directors and statutory auditors; J-ESOP: the Company's employees and directors and employees of the Company's subsidiaries. Number of eligible persons: Not disclosed
Payment date
27 May 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, ¥1,246. No discount or premium rate was disclosed.
Most recent equity financing
Timing 2 February 2021 / Type Disposal of treasury shares through a third-party allotment (at the time of introducing J-ESOP) / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with additional contributions to the Stock Benefit Trusts (BBT and J-ESOP)
Number of shares to be issued or disposed of69,600 common shares (treasury shares)
Issue price and disposal price¥1,246 per share
Amount of funds to be raisedTotal payment amount: ¥86,721,600; estimated net proceeds: Not disclosed
Specific use of fundsDetails Acquisition of shares expected to be required for future stock benefits to directors and other eligible persons under the BBT program / Amount Not disclosed / Scheduled timing of expenditures Not disclosed, Details Acquisition of shares expected to be required for future stock benefits to employees and other eligible persons under the J-ESOP program / Amount Not disclosed / Scheduled timing of expenditures Not disclosed
Payment date27 May 2026
Intended allotteeJapan Custody Bank, Ltd. (Trust E Account)
Dilution Rate1.74% of total shares issued and 1.78% of total voting rights
Total number of issued shares3,994,000 shares → Not disclosed
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, ¥1,246. No discount or premium rate was disclosed.
Categories and Number of Persons CoveredBBT: the Company's directors and executive officers, excluding outside directors and statutory auditors; J-ESOP: the Company's employees and directors and employees of the Company's subsidiaries. Number of eligible persons: Not disclosed
Most recent equity financingTiming 2 February 2021 / Type Disposal of treasury shares through a third-party allotment (at the time of introducing J-ESOP) / Amount Not disclosed
Items this document does not state (16)
Total issue valueEstimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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.

Each trust will acquire the shares expected to be required for future benefits in order to continue the BBT and J-ESOP programs. The number of shares to be disposed of corresponds to the estimated number of shares to be provided over 3 fiscal years from the fiscal year ending March 2026 through the fiscal year ending March 2028 for BBT, and over 5 fiscal years through the fiscal year ending March 2030 for J-ESOP.

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Notice Regarding the Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (BBT and J-ESOP) | HOKUETSU METAL Co.,Ltd. (5446) timely disclosure | Komori