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Share Issuance and Disposal6023DAIHATSU INFINEARTH MFG.CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 34,600 treasury shares as restricted stock compensation to 6 directors and 13 executive officers and fellows who do not concurrently serve as directors. The total disposal value is ¥88,610,600, and payment will be made through an in-kind contribution of monetary compensation receivables.

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Neutral
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Scale
34600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,600Shares

34,600 common shares of the Company (treasury shares)

6 directors of the Company as of the disposal date (excluding outside directors and directors who are Audit and Supervisory Committee members)18,200 shares
13 executive officers and fellows of the Company as of the above date who do not concurrently serve as directors16,400 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.

¥2,561 per share
Total issue value

¥88,610,600

Total Stock-Based Compensation
Total monetary compensation receivables of ¥88,610,600. The annual limit for directors’ stock-based compensation is ¥80 million.
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
17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictions
The allottee must continuously hold the position of director, executive officer who does not concurrently serve as a director, or fellow of the Company through the end of the applicable period for the relevant category. If the allottee leaves the position for a valid reason, the transfer restrictions will be partially lifted in proportion to the number of months from the month in which the applicable period begins through the month of departure.
Reason for acquisition without consideration
If the allottee leaves the position at the Company without a valid reason before the day preceding the end of the applicable period, or if the restrictions remain in place when the transfer restriction period expires. In the event of a reorganization or similar transaction, the Company will acquire without consideration any shares whose restrictions have not been lifted on the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 18,200 shares, Category Executive officers and fellows who do not concurrently serve as directors / Number of Employees 13 / Number of allocated shares 16,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a transfer security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. The transfer restriction period is the 30-year period from 17 July 2026 through 16 July 2056.
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 on 25 June 2026, ¥2,561. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 66th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for an annual stock-based compensation limit of ¥80 million and a limit of 120,000 restricted shares per year, among other matters.
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 of34,600 common shares of the Company (treasury shares)
Issue price and disposal price¥2,561 per share
Total issue value¥88,610,600
Payment date17 July 2026
Intended allotteeCategory 6 directors of the Company as of the disposal date (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 18,200 shares, Category 13 executive officers and fellows of the Company as of the above date who do not concurrently serve as directors / Number of Shares 16,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a transfer security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. The transfer restriction period is the 30-year period from 17 July 2026 through 16 July 2056.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 June 2026, ¥2,561. No discount or premium is stated.
Transfer restriction period17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe allottee must continuously hold the position of director, executive officer who does not concurrently serve as a director, or fellow of the Company through the end of the applicable period for the relevant category. If the allottee leaves the position for a valid reason, the transfer restrictions will be partially lifted in proportion to the number of months from the month in which the applicable period begins through the month of departure.
Reason for acquisition without considerationIf the allottee leaves the position at the Company without a valid reason before the day preceding the end of the applicable period, or if the restrictions remain in place when the transfer restriction period expires. In the event of a reorganization or similar transaction, the Company will acquire without consideration any shares whose restrictions have not been lifted on the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 18,200 shares, Category Executive officers and fellows who do not concurrently serve as directors / Number of Employees 13 / Number of allocated shares 16,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥88,610,600. The annual limit for directors’ stock-based compensation is ¥80 million.
Procedures under the Corporate Code of ConductAt the 66th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for an annual stock-based compensation limit of ¥80 million and a limit of 120,000 restricted shares per year, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 share with shareholders the benefits and risks of share price fluctuations and to increase recipients’ motivation to contribute to an increase in the share price and corporate value. The transfer restriction period is set at 30 years in order to achieve the purpose of introducing the scheme over as long a period as possible.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DAIHATSU INFINEARTH MFG.CO.,LTD. (6023) timely disclosure | Komori