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Share Issuance and Disposal6018THE HANSHIN DIESEL WORKS,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 1,393 treasury shares at ¥5,610 per share as restricted stock compensation for 5 directors and 2 senior executive officers. The shares will be subject to a 30-year transfer restriction from the payment date.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,393Shares

1,393 shares of the Company's common stock (treasury shares)

Directors (excluding outside directors and directors who are Audit & Supervisory Committee members)5 / 1,143 shares
Senior Executive Officers of the Company who do not concurrently serve as directors2 / 250 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.

¥5,610 per share
Total issue value

¥7,814,730

Amount of funds to be raised
Total amount paid: ¥7,814,730; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥7,814,730. For eligible directors, the compensation framework provides for monetary compensation receivables of up to ¥12 million per year.
発行済株式総数

Not applicable (disposal of treasury shares)

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.

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
22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or senior executive officer of the Company from 22 July 2026 to 21 July 2056, all transfer restrictions on the allocated shares held by the recipient will be lifted upon expiration of the period. If the recipient loses the position due to death, expiration of the term of office or another reason deemed justified by the Company's Board of Directors, all transfer restrictions will be lifted immediately after the loss of the position. The restrictions will also be lifted on specified conditions in the event of a corporate reorganization or similar event.
Reason for acquisition without consideration
Immediately after the transfer restriction period expires, the Company will automatically acquire without consideration all allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors, excluding outside directors and directors who are Audit and Supervisory Committee members, holding 1,143 shares; 2 senior executive officers who do not concurrently serve as directors, holding 250 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 22 July 2026 to 21 July 2056.
Payment date
22 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 was ¥5,610. As no trading occurred on the business day preceding the date of the Board of Directors' resolution, the closing price on the most recent trading day before that date was used. The discount/premium rate was Not disclosed (the price was equal to the closing price).
Procedures under the Corporate Code of Conduct
At the 156th Annual General Meeting of Shareholders held on 29 June 2021, approval was obtained for the payment to eligible directors of monetary compensation receivables of up to ¥12 million per year and for a 30-year transfer restriction period.
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 of1,393 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,610 per share
Total issue value¥7,814,730
Amount of funds to be raisedTotal amount paid: ¥7,814,730; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeCategory Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 5 / Number of Shares 1,143 shares, Category Senior Executive Officers of the Company who do not concurrently serve as directors / Number of Employees 2 / Number of Shares 250 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 22 July 2026 to 21 July 2056.
Dilution RateNot applicable (disposal of treasury shares)
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 was ¥5,610. As no trading occurred on the business day preceding the date of the Board of Directors' resolution, the closing price on the most recent trading day before that date was used. The discount/premium rate was Not disclosed (the price was equal to the closing price).
Transfer restriction period22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or senior executive officer of the Company from 22 July 2026 to 21 July 2056, all transfer restrictions on the allocated shares held by the recipient will be lifted upon expiration of the period. If the recipient loses the position due to death, expiration of the term of office or another reason deemed justified by the Company's Board of Directors, all transfer restrictions will be lifted immediately after the loss of the position. The restrictions will also be lifted on specified conditions in the event of a corporate reorganization or similar event.
Reason for acquisition without considerationImmediately after the transfer restriction period expires, the Company will automatically acquire without consideration all allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors, excluding outside directors and directors who are Audit and Supervisory Committee members, holding 1,143 shares; 2 senior executive officers who do not concurrently serve as directors, holding 250 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥7,814,730. For eligible directors, the compensation framework provides for monetary compensation receivables of up to ¥12 million per year.
Procedures under the Corporate Code of ConductAt the 156th Annual General Meeting of Shareholders held on 29 June 2021, approval was obtained for the payment to eligible directors of monetary compensation receivables of up to ¥12 million per year and for a 30-year transfer restriction period.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 other recipients with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders. The Company also considered its performance, the scope of responsibilities of each eligible director and other recipient, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | THE HANSHIN DIESEL WORKS,LTD. (6018) timely disclosure | Komori