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Share Issuance and Disposal5821HIRAKAWA HEWTECH CORP.Iron and steel and non-ferrous metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,900 treasury shares as restricted stock compensation to a total of 16 directors, executive officers and subsidiary directors. The shares will be subject to transfer restrictions, conditional on continued service as an officer or employee, among other conditions.

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Scale
11900
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 much11,900Shares

11,900 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 3,000 shares
The Company's executive officers who do not concurrently serve as directors6 / 6,000 shares
Directors of subsidiaries of the Company7 / 2,900 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.

¥3,785 per share
Total issue value

¥45,041,500

Amount of funds to be raised
Total amount paid: ¥45,041,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥45,041,500. The annual ceiling for compensation to the subject directors is ¥72 million.
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
For the subject directors, etc.: from 24 July 2026 until immediately after retirement or resignation from a designated position. For the subject executive officers: from 24 July 2026 until 31 July 2031.
Conditions for lifting transfer restrictions
The subject directors, etc. must continuously hold a designated position from the date they begin performing their duties until immediately before the conclusion of the first ordinary shareholders meeting held thereafter. The subject executive officers must continuously hold a designated position throughout the transfer restriction period. In the event of retirement or resignation due to the expiration of a term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If any of the shares granted remain subject to transfer restrictions when the transfer restriction period expires or the transfer restrictions are lifted.
Categories and Number of Persons Covered
3 Company directors (excluding outside directors): 3,000 shares; 6 executive officers who do not concurrently serve as Company directors: 6,000 shares; 7 directors of the Company's subsidiaries: 2,900 shares
Intended allottee's holding policy
The shares will be subject to transfer restrictions from 24 July 2026 until immediately after the grantee retires or resigns from a designated position at the Company or one of its subsidiaries, or, for the subject executive officers, until 31 July 2031. Shares for which the transfer restrictions are not lifted due to certain circumstances will be acquired by the Company without consideration.
Payment date
24 July 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 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,785. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 84th ordinary shareholders meeting held on 27 June 2025, approval was obtained for the restricted stock compensation plan and the compensation ceiling, among other matters.
Impact on Business Performance
The impact of this disposal of treasury shares on results for the fiscal year ending March 2027 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 of11,900 common shares of the Company (treasury shares)
Issue price and disposal price¥3,785 per share
Total issue value¥45,041,500
Amount of funds to be raisedTotal amount paid: ¥45,041,500; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 3,000 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of Shares 6,000 shares, Name Directors of subsidiaries of the Company / Number of Employees 7 / Number of Shares 2,900 shares
Intended allottee's holding policyThe shares will be subject to transfer restrictions from 24 July 2026 until immediately after the grantee retires or resigns from a designated position at the Company or one of its subsidiaries, or, for the subject executive officers, until 31 July 2031. Shares for which the transfer restrictions are not lifted due to certain circumstances will be acquired by the Company without consideration.
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 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,785. No discount or premium was stated.
Transfer restriction periodFor the subject directors, etc.: from 24 July 2026 until immediately after retirement or resignation from a designated position. For the subject executive officers: from 24 July 2026 until 31 July 2031.
Conditions for lifting transfer restrictionsThe subject directors, etc. must continuously hold a designated position from the date they begin performing their duties until immediately before the conclusion of the first ordinary shareholders meeting held thereafter. The subject executive officers must continuously hold a designated position throughout the transfer restriction period. In the event of retirement or resignation due to the expiration of a term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf any of the shares granted remain subject to transfer restrictions when the transfer restriction period expires or the transfer restrictions are lifted.
Categories and Number of Persons Covered3 Company directors (excluding outside directors): 3,000 shares; 6 executive officers who do not concurrently serve as Company directors: 6,000 shares; 7 directors of the Company's subsidiaries: 2,900 shares
Total Stock-Based CompensationTotal monetary claims: ¥45,041,500. The annual ceiling for compensation to the subject directors is ¥72 million.
Procedures under the Corporate Code of ConductAt the 84th ordinary shareholders meeting held on 27 June 2025, approval was obtained for the restricted stock compensation plan and the compensation ceiling, among other matters.
Impact on Business PerformanceThe impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is Not disclosed.
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 RatioEffective dateMost 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 sustainable enhancement of corporate value and promote value sharing with shareholders. The measure is also intended to further motivate each grantee.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HIRAKAWA HEWTECH CORP. (5821) timely disclosure | Komori