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Share Issuance and Disposal6143Sodick Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 46,300 treasury shares as restricted stock compensation for its directors, executive officers, employees, and officers and employees of its subsidiaries. The total disposal price is ¥68,292,500.

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68292500
¥
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much46,300Shares

46,300 shares of the Company’s common stock (treasury shares)

4 of the Company’s directors (excluding non-executive directors and outside directors)14,100 shares
10 executive officers of the Company5,800 shares
60 of the Company’s employees23,200 shares
5 directors of subsidiaries2,000 shares
4 executive officers of subsidiaries1,200 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.

¥1,475 per share
Total Stock-Based Compensation

Total monetary compensation claims of ¥68,292,500

発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
From 15 May 2026 to 14 May 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in any of the positions of director, executive officer, or employee of the Company or one of its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after 15 May 2026, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions. In the event of retirement or resignation for a justifiable reason, the number of shares released will be determined based on the number of months of service.
Reason for acquisition without consideration
If, without a justifiable reason, the recipient retires or resigns from all positions as director, executive officer, or employee of the Company and its subsidiaries before the day preceding the date of the first annual general meeting of shareholders of the Company held after the allocation date. If the transfer restrictions have not been released at the end of the restriction period. If the recipient retires or resigns in connection with a corporate reorganization or similar event and the transfer restrictions have not been released.
Categories and Number of Persons Covered
4 directors of the Company, 14,100 shares; 10 executive officers of the Company, 5,800 shares; 60 employees of the Company, 23,200 shares; 5 directors of subsidiaries, 2,000 shares; 4 executive officers of subsidiaries, 1,200 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer the shares, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares, or otherwise dispose of them in any manner.
Payment date
15 May 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 16 April 2026, which was ¥1,475. No discount or premium rate is stated.
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 of46,300 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥1,475 per share
Payment date15 May 2026
Intended allotteeCategory 4 of the Company’s directors (excluding non-executive directors and outside directors) / Number of Shares 14,100 shares, Category 10 executive officers of the Company / Number of Shares 5,800 shares, Category 60 of the Company’s employees / Number of Shares 23,200 shares, Category 5 directors of subsidiaries / Number of Shares 2,000 shares, Category 4 executive officers of subsidiaries / Number of Shares 1,200 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer the shares, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares, or otherwise dispose of them in any manner.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 16 April 2026, which was ¥1,475. No discount or premium rate is stated.
Transfer restriction periodFrom 15 May 2026 to 14 May 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in any of the positions of director, executive officer, or employee of the Company or one of its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after 15 May 2026, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions. In the event of retirement or resignation for a justifiable reason, the number of shares released will be determined based on the number of months of service.
Reason for acquisition without considerationIf, without a justifiable reason, the recipient retires or resigns from all positions as director, executive officer, or employee of the Company and its subsidiaries before the day preceding the date of the first annual general meeting of shareholders of the Company held after the allocation date. If the transfer restrictions have not been released at the end of the restriction period. If the recipient retires or resigns in connection with a corporate reorganization or similar event and the transfer restrictions have not been released.
Categories and Number of Persons Covered4 directors of the Company, 14,100 shares; 10 executive officers of the Company, 5,800 shares; 60 employees of the Company, 23,200 shares; 5 directors of subsidiaries, 2,000 shares; 4 executive officers of subsidiaries, 1,200 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥68,292,500
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

To share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sodick Co.,Ltd. (6143) timely disclosure | Komori