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Share Issuance and Disposal6141DMG MORI CO.,LTD.Machinery

Notice Regarding the Determination of Terms and Other Matters Concerning the Issuance of New Shares through an Offering Outside Japan

The issue terms for 15,000,000 new shares offered overseas have been finalized. The issue price is ¥3,349 per share, and the payment date is 27 August 2026.

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Scale
15
million shares
Wording
Definitive
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Details of issuance or disposal

Issuance of new shares through an international offering

発行・処分する株式数15,000,000Shares

15,000,000 shares

¥3,202.56 per share (payment amount)
Total issue value

¥50,235,000,000 (total issue price)

Amount of funds to be raised
Total payment amount of ¥48,038,400,000; estimated total net proceeds of ¥47.7 billion
Specific use of funds
Capital expenditure for the Nagaoka Plant, scheduled to commence operations in January 2027 to expand production capacity. The plant will be an integrated site combining the two plants of 太陽工機 and former 倉敷機械.Amount ¥15 billion / Scheduled timing of expenditures Scheduled to commence operations in January 2027
Capital expenditures for the Polish plant, which is scheduled to be expanded to bring in-house the production of cast components required for machine tools, with the aim of strengthening the supply chain and significantly reducing CO2 emissionsAmount ¥14.0 billion / Scheduled timing of expenditures By the fiscal year ending December 2028
Capital expenditures for an R&D center and a solutions center (showroom) in Chicago, aimed at enhancing research and development capabilities, expanding sales channels in the North American market, and strengthening customer engagementAmount ¥6 billion / Scheduled timing of expenditures By the first half of 2027
Strengthening production capacity for in-house-manufactured key components that provide technological differentiation in terms of the high precision, rigidity, and durability of machine toolsAmount ¥2.7 billion / Scheduled timing of expenditures By the fiscal year ending December 2028
Funds reserved for M&A aimed at the medium- to long-term growth of the group and enhancement of corporate valueAmount ¥10 billion
Existing Shares and Increase
+10.54%Rate of increase
142,325,934 shares157,325,934Shares

Approximately 10.54% (15,000,000 shares ÷ 142,325,934 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.

Payment date
27 August 2026
Basis for determining the amount to be paid
Based on the share price of ¥3,661 on 12 August 2026, with an 8.52% discount
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through an international offering
Number of shares to be issued or disposed of15,000,000 shares
Issue price and disposal price¥3,202.56 per share (payment amount)
Total issue value¥50,235,000,000 (total issue price)
Amount of funds to be raisedTotal payment amount of ¥48,038,400,000; estimated total net proceeds of ¥47.7 billion
Specific use of fundsDetails Capital expenditure for the Nagaoka Plant, scheduled to commence operations in January 2027 to expand production capacity. The plant will be an integrated site combining the two plants of 太陽工機 and former 倉敷機械. / Amount ¥15 billion / Scheduled timing of expenditures Scheduled to commence operations in January 2027, Details Capital expenditures for the Polish plant, which is scheduled to be expanded to bring in-house the production of cast components required for machine tools, with the aim of strengthening the supply chain and significantly reducing CO2 emissions / Amount ¥14.0 billion / Scheduled timing of expenditures By the fiscal year ending December 2028, Details Capital expenditures for an R&D center and a solutions center (showroom) in Chicago, aimed at enhancing research and development capabilities, expanding sales channels in the North American market, and strengthening customer engagement / Amount ¥6 billion / Scheduled timing of expenditures By the first half of 2027, Details Strengthening production capacity for in-house-manufactured key components that provide technological differentiation in terms of the high precision, rigidity, and durability of machine tools / Amount ¥2.7 billion / Scheduled timing of expenditures By the fiscal year ending December 2028, Details Funds reserved for M&A aimed at the medium- to long-term growth of the group and enhancement of corporate value / Amount ¥10 billion / Scheduled timing of expenditures Not disclosed
Payment date27 August 2026
Dilution RateApproximately 10.54% (15,000,000 shares ÷ 142,325,934 shares)
Total number of issued shares142,325,934 shares → 157,325,934 shares(Approximately 10.54%)
Basis for determining the amount to be paidBased on the share price of ¥3,661 on 12 August 2026, with an 8.52% discount
Items this document does not state (18)
Estimated issuance expensesIntended allotteeIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / 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 issue terms and other matters have been determined for the previously approved issuance of new shares through an overseas offering. The proceeds are expected to be used for capital expenditures at factories and R&D facilities, the in-house production of key components, and funds reserved for potential M&A transactions.

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Notice Regarding the Determination of Terms and Other Matters Concerning the Issuance of New Shares through an Offering Outside Japan | DMG MORI CO.,LTD. (6141) timely disclosure | Komori