Komori
Share Issuance and Disposal5644METALART CORPORATIONIron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 3,477 of its treasury shares as restricted stock compensation to 3 directors and 3 executive officers. The recipients will make an in-kind contribution of monetary claims totaling ¥25,277,790, and the transfer restrictions will be lifted subject to conditions including remaining in office for a specified period.

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3477
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,477Shares

3,477 treasury shares

3 directors of the Company, excluding outside directors2,722 shares
3 executive officers who do not concurrently serve as directors of the Company755 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.

¥7,270 per share
Total issue value

¥25,277,790

Amount of funds to be raised
Total payment amount: ¥25,277,790; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims totaling ¥25,277,790. The total annual compensation limit for the eligible directors is ¥50 million or less.
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 23 October 2026 until immediately after the point at which the recipient ceases to hold or leaves any position as a director, executive officer who does not concurrently serve as a director, audit & supervisory board member, special adviser, adviser or counselor, or trustee of the company
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipient continuously held one of the positions of director, executive officer who does not concurrently serve as a director, audit & supervisory board member, special adviser, adviser or counselor, or trustee of the company throughout the service provision period. If the recipient leaves office or employment upon expiry of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be partially lifted according to a specified calculation method.
Reason for acquisition without consideration
If the recipient violates laws or regulations during the transfer restriction period or otherwise falls under certain circumstances specified in the share allotment agreement, the company will acquire all of the shares allotted under the agreement at that time without consideration. The company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,722 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of allocated shares 755 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
23 October 2026
Basis for determining the amount to be paid
The closing price of ordinary shares on the Standard Market of the Tokyo Stock Exchange on 18 September 2026, ¥7,270. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the voluntary Nomination and Compensation Committee for consultation.
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 of3,477 treasury shares
Issue price and disposal price¥7,270 per share
Total issue value¥25,277,790
Amount of funds to be raisedTotal payment amount: ¥25,277,790; estimated net proceeds: Not disclosed
Payment date23 October 2026
Intended allotteeCategory 3 directors of the Company, excluding outside directors / Number of Shares 2,722 shares, Category 3 executive officers who do not concurrently serve as directors of the Company / Number of Shares 755 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of ordinary shares on the Standard Market of the Tokyo Stock Exchange on 18 September 2026, ¥7,270. No discount or premium rate was stated.
Transfer restriction periodFrom 23 October 2026 until immediately after the point at which the recipient ceases to hold or leaves any position as a director, executive officer who does not concurrently serve as a director, audit & supervisory board member, special adviser, adviser or counselor, or trustee of the company
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipient continuously held one of the positions of director, executive officer who does not concurrently serve as a director, audit & supervisory board member, special adviser, adviser or counselor, or trustee of the company throughout the service provision period. If the recipient leaves office or employment upon expiry of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be partially lifted according to a specified calculation method.
Reason for acquisition without considerationIf the recipient violates laws or regulations during the transfer restriction period or otherwise falls under certain circumstances specified in the share allotment agreement, the company will acquire all of the shares allotted under the agreement at that time without consideration. The company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,722 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of allocated shares 755 shares
Total Stock-Based CompensationMonetary claims totaling ¥25,277,790. The total annual compensation limit for the eligible directors is ¥50 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the voluntary Nomination and Compensation Committee for consultation.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 the eligible directors and others with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | METALART CORPORATION (5644) timely disclosure | Komori