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Share Issuance and Disposal6149Odawara Engineering Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,200 treasury shares as restricted stock compensation to 4 directors. The disposal price is ¥2,006 per share, and the transfer restriction period will run for 30 years from 8 May 2026.

Worth reading
35Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
13200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,200Shares

13,200 shares of the Company's common stock (treasury shares)

4 of the Company's directors, excluding outside directors13,200 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,006 per share
Total issue value

¥26,479,200

Total Stock-Based Compensation
Monetary remuneration receivables of ¥26,479,200. The annual remuneration limit is ¥50 million or less.
発行済株式総数

Not disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued 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
8 May 2026 to 7 May 2056 (30 years)
Conditions for lifting transfer restrictions
All of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the holder remains a director of the Company continuously through the date of the first annual general meeting of shareholders held after 8 May 2026. If the holder leaves office for a valid reason, a portion of the restrictions will be released based on the number of months served.
Reason for acquisition without consideration
If the holder leaves office without a valid reason before the day preceding the date of the first annual general meeting of shareholders held after the start of the transfer restriction period. If any shares remain subject to transfer restrictions at the end of the period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors: 13,200 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period will run from 8 May 2026 to 7 May 2056.
Payment date
8 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 22 April 2026, ¥2,006. No discount or premium applies.
Impact on Business Performance
No impact of the disposal of treasury shares on results for the fiscal year ending March 2027 was 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 of13,200 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,006 per share
Total issue value¥26,479,200
Payment date8 May 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 13,200 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period will run from 8 May 2026 to 7 May 2056.
Dilution RateNot disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026, ¥2,006. No discount or premium applies.
Transfer restriction period8 May 2026 to 7 May 2056 (30 years)
Conditions for lifting transfer restrictionsAll of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the holder remains a director of the Company continuously through the date of the first annual general meeting of shareholders held after 8 May 2026. If the holder leaves office for a valid reason, a portion of the restrictions will be released based on the number of months served.
Reason for acquisition without considerationIf the holder leaves office without a valid reason before the day preceding the date of the first annual general meeting of shareholders held after the start of the transfer restriction period. If any shares remain subject to transfer restrictions at the end of the period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors: 13,200 shares
Total Stock-Based CompensationMonetary remuneration receivables of ¥26,479,200. The annual remuneration limit is ¥50 million or less.
Impact on Business PerformanceNo impact of the disposal of treasury shares on results for the fiscal year ending March 2027 was stated.
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 RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Odawara Engineering Co.,Ltd. (6149) timely disclosure | Komori