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Share Issuance and Disposal5805SWCC CorporationIron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers

The Company resolved to dispose of 12,110 treasury shares as restricted stock compensation to its directors, executive officers, Fellows, employees and directors of its subsidiaries. The payment date is 24 July 2026.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
12110
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,110Shares

12,110 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 2,006 shares
The Company's executive officers14 / 5,000 shares
The Company's fellows2 / 485 shares
Employees of the Company5 / 799 shares
Directors of subsidiaries of the Company19 in total / 3,820 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.

¥13,940 per share
Total issue value

¥168,813,400

Total Stock-Based Compensation
Total monetary compensation receivables of ¥168,813,400 (for the Company’s directors, executive officers, Fellows and employees, and directors of its subsidiaries)
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 until the date on which the holder loses any position as a director, executive officer, Fellow or employee of the Company, or as a director or executive officer of a subsidiary of the Company
Conditions for lifting transfer restrictions
From 24 July 2026, the target directors must continuously hold the designated position until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, while employees, executive officers and Fellows must continuously hold the designated position until 31 March 2027. If a holder loses the position due to death or another reason deemed justifiable by the Company’s Board of Directors, the transfer restrictions on the number of shares corresponding to the period of service will be lifted.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
2 Company directors, 2,006 shares; 14 Company executive officers, 5,000 shares; 2 Company Fellows, 485 shares; 5 Company employees, 799 shares; 19 directors of the Company’s subsidiaries in total, 3,820 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 24 July 2026 until the date on which the holder loses the designated position at the Company or one of its subsidiaries.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥13,940. No discount or premium was applied.
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 of12,110 common shares of the Company (treasury shares)
Issue price and disposal price¥13,940 per share
Total issue value¥168,813,400
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 2,006 shares, Category The Company's executive officers / Number of Employees 14 / Number of Shares 5,000 shares, Category The Company's fellows / Number of Employees 2 / Number of Shares 485 shares, Category Employees of the Company / Number of Employees 5 / Number of Shares 799 shares, Category Directors of subsidiaries of the Company / Number of Employees 19 in total / Number of Shares 3,820 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 24 July 2026 until the date on which the holder loses the designated position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥13,940. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until the date on which the holder loses any position as a director, executive officer, Fellow or employee of the Company, or as a director or executive officer of a subsidiary of the Company
Conditions for lifting transfer restrictionsFrom 24 July 2026, the target directors must continuously hold the designated position until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, while employees, executive officers and Fellows must continuously hold the designated position until 31 March 2027. If a holder loses the position due to death or another reason deemed justifiable by the Company’s Board of Directors, the transfer restrictions on the number of shares corresponding to the period of service will be lifted.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other time specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered2 Company directors, 2,006 shares; 14 Company executive officers, 5,000 shares; 2 Company Fellows, 485 shares; 5 Company employees, 799 shares; 19 directors of the Company’s subsidiaries in total, 3,820 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥168,813,400 (for the Company’s directors, executive officers, Fellows and employees, and directors of its subsidiaries)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 for the sustained improvement of the Group’s medium- to long-term corporate value and shareholder value and to promote the sharing of value with shareholders. The Company also took into consideration the Group’s performance, the scope of responsibilities of each allottee and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers | SWCC Corporation (5805) timely disclosure | Komori