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Share Issuance and Disposal5852AHRESTY CORPORATIONIron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock-Based Compensation

The Company has decided to dispose of 74,944 treasury shares as restricted stock compensation to 9 directors and executive officers. Of these, 47,609 shares are subject to continued-service conditions and 27,335 shares are performance-based.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

74,944 common shares of the Company (47,609 continued-service restricted shares and 27,335 performance-based restricted shares)

4 directors (excluding outside directors and directors serving as Audit and Supervisory Committee members)62,874 shares
1 director serving as an Audit and Supervisory Committee member (excluding outside directors)3,438 shares
4 executive officers8,632 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.

JPY 695 per share
Total issue value

JPY 52,086,080

Amount of funds to be raised
Payment of JPY 52,086,080 through an in-kind contribution of monetary compensation receivables. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: JPY 52,086,080
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
Continued-service restricted shares: 17 July 2026 to 1 July 2056. Performance-based restricted shares: 17 July 2026 to 17 July 2028.
Conditions for lifting transfer restrictions
Continued-service restricted shares: The transfer restrictions will be lifted upon expiration of the restriction period, provided that the recipient has continuously held the position of director of the Company throughout the restriction period. Performance-based restricted shares: Upon expiration of the restriction period, the transfer restrictions will be lifted on the number of shares corresponding to the degree of achievement of the performance targets during the restriction period, provided that the recipient has continuously held either the position of director of the Company (excluding Audit and Supervisory Committee members) or executive officer throughout the restriction period.
Reason for acquisition without consideration
If, before the expiry of the transfer restriction period, the recipient resigns from the prescribed position for any reason other than death, expiry of the term of office, retirement at the mandatory retirement age, or another reason deemed legitimate by the Board of Directors.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 62,874 shares, Category Directors serving as Audit and Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of allocated shares 3,438 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 8,632 shares
Intended allottee's holding policy
For a specified period, recipients must not transfer, create security interests over, or otherwise dispose of the common shares allotted to them under the allocation agreement.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was JPY 695. The discount and premium rates are both 0% (the price is equal to the closing price).
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 of74,944 common shares of the Company (47,609 continued-service restricted shares and 27,335 performance-based restricted shares)
Issue price and disposal priceJPY 695 per share
Total issue valueJPY 52,086,080
Amount of funds to be raisedPayment of JPY 52,086,080 through an in-kind contribution of monetary compensation receivables. Estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory 4 directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Shares 62,874 shares, Category 1 director serving as an Audit and Supervisory Committee member (excluding outside directors) / Number of Shares 3,438 shares, Category 4 executive officers / Number of Shares 8,632 shares
Intended allottee's holding policyFor a specified period, recipients must not transfer, create security interests over, or otherwise dispose of the common shares allotted to them under the allocation agreement.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was JPY 695. The discount and premium rates are both 0% (the price is equal to the closing price).
Transfer restriction periodContinued-service restricted shares: 17 July 2026 to 1 July 2056. Performance-based restricted shares: 17 July 2026 to 17 July 2028.
Conditions for lifting transfer restrictionsContinued-service restricted shares: The transfer restrictions will be lifted upon expiration of the restriction period, provided that the recipient has continuously held the position of director of the Company throughout the restriction period. Performance-based restricted shares: Upon expiration of the restriction period, the transfer restrictions will be lifted on the number of shares corresponding to the degree of achievement of the performance targets during the restriction period, provided that the recipient has continuously held either the position of director of the Company (excluding Audit and Supervisory Committee members) or executive officer throughout the restriction period.
Reason for acquisition without considerationIf, before the expiry of the transfer restriction period, the recipient resigns from the prescribed position for any reason other than death, expiry of the term of office, retirement at the mandatory retirement age, or another reason deemed legitimate by the Board of Directors.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 62,874 shares, Category Directors serving as Audit and Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of allocated shares 3,438 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 8,632 shares
Total Stock-Based CompensationTotal monetary compensation receivables: JPY 52,086,080
Items this document does not state (14)
Estimated 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, promote value sharing with shareholders, improve alignment with medium- to long-term performance targets, and enhance the motivation of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock-Based Compensation | AHRESTY CORPORATION (5852) timely disclosure | Komori