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Share Issuance and Disposal6104SHIBAURA MACHINE CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of a total of 9,192 treasury shares to directors and executive officers holding designated titles as restricted stock compensation under service-continuity and performance-linked plans. The payment date is 17 July 2026, and the disposal price is ¥4,560 per share.

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9192
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Service-continuity restricted stock compensation 7,253 shares / Performance-Linked Restricted Stock Compensation 1,939 shares

3 directors, excluding directors who are Audit and Supervisory Committee members and outside directorsService-continuity restricted stock compensation 4,265 shares / Performance-Linked Restricted Stock Compensation 1,112 shares
4 executive officers holding designated titlesService-continuity restricted stock compensation 2,988 shares / Performance-Linked Restricted Stock Compensation 827 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.

¥4,560 per share
Total issue value

Service-continuity restricted stock compensation ¥33,073,680 / Performance-Linked Restricted Stock Compensation ¥8,841,840 / Total ¥41,915,520

Total Stock-Based Compensation
Service-based ¥33,073,680 / Performance-linked ¥8,841,840 / Total ¥41,915,520
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
Service-continuity plan: From 17 July 2026 until the date on which the holder retires as a director or executive officer holding a designated title, Performance-linked plan: From 17 July 2026 until the date on which the holder retires as a director
Conditions for lifting transfer restrictions
Service-continuity plan: The holder must continuously remain in the position of officer or other eligible position from 30 June 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the holder retires for a justifiable reason, the restrictions will be lifted in proportion to the number of months in office. Performance-linked plan: The restrictions will be lifted if the holder retires as a director due to death or another reason deemed justifiable by the company's Board of Directors. In the event of a corporate reorganization, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
The company will acquire for no consideration any shares on which the restrictions have not been lifted upon expiry of the restriction period, as well as all or part of the shares subject to any of the specified events set out in the respective allocation agreements.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares Service-based 4,265 shares / Performance-linked 1,112 shares, Category Executive officers with titles / Number of Employees 4 / Number of allocated shares Service-based 2,988 shares / Performance-linked 827 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged, used to establish a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any manner.
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 29 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥4,560. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Resolved at the Board of Directors' meeting held on 30 June 2026. Obtaining an independent third-party opinion and confirming shareholder intent: 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 ofService-continuity restricted stock compensation 7,253 shares / Performance-Linked Restricted Stock Compensation 1,939 shares
Issue price and disposal price¥4,560 per share
Total issue valueService-continuity restricted stock compensation ¥33,073,680 / Performance-Linked Restricted Stock Compensation ¥8,841,840 / Total ¥41,915,520
Payment date17 July 2026
Intended allotteeName 3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares Service-continuity restricted stock compensation 4,265 shares / Performance-Linked Restricted Stock Compensation 1,112 shares, Name 4 executive officers holding designated titles / Number of Shares Service-continuity restricted stock compensation 2,988 shares / Performance-Linked Restricted Stock Compensation 827 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to third parties, pledged, used to establish a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 29 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥4,560. No discount or premium applies.
Transfer restriction periodService-continuity plan: From 17 July 2026 until the date on which the holder retires as a director or executive officer holding a designated title, Performance-linked plan: From 17 July 2026 until the date on which the holder retires as a director
Conditions for lifting transfer restrictionsService-continuity plan: The holder must continuously remain in the position of officer or other eligible position from 30 June 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the holder retires for a justifiable reason, the restrictions will be lifted in proportion to the number of months in office. Performance-linked plan: The restrictions will be lifted if the holder retires as a director due to death or another reason deemed justifiable by the company's Board of Directors. In the event of a corporate reorganization, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without considerationThe company will acquire for no consideration any shares on which the restrictions have not been lifted upon expiry of the restriction period, as well as all or part of the shares subject to any of the specified events set out in the respective allocation agreements.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares Service-based 4,265 shares / Performance-linked 1,112 shares, Category Executive officers with titles / Number of Employees 4 / Number of allocated shares Service-based 2,988 shares / Performance-linked 827 shares
Total Stock-Based CompensationService-based ¥33,073,680 / Performance-linked ¥8,841,840 / Total ¥41,915,520
Procedures under the Corporate Code of ConductResolved at the Board of Directors' meeting held on 30 June 2026. Obtaining an independent third-party opinion and confirming shareholder intent: not disclosed.
Items this document does not state (14)
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 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 incentives to directors and executive officers holding designated titles, promote value sharing between directors and shareholders, achieve the performance targets set out in the medium-term management plan, and achieve sustained growth in corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SHIBAURA MACHINE CO.,LTD. (6104) timely disclosure | Komori