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Share Issuance and Disposal6155TAKAMATSU MACHINERY CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 17,000 treasury shares without consideration to 5 directors as restricted stock compensation. The shares may not be transferred until the directors retire, and the transfer restrictions will be lifted if certain conditions are met.

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Direction
Neutral
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Scale
17000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,000Shares

17,000 of the Company's common shares (treasury shares)

5 directors of the Company (excluding outside directors)17,000 shares

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

No consideration (fair value per share: ¥480)
Total issue value

¥8,160,000 (based on fair value)

Amount of funds to be raised
No payment required; no estimated net proceeds
Total Stock-Based Compensation
The compensation limit under the system is ¥40 million per year, separate from the existing compensation limit for directors. The total fair value for this allocation is ¥8,160,000.
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 22 July 2026 (the allocation date) until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictions
The eligible director must continuously remain a director of the Company throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the allocation date through the date of the Company's annual general meeting of shareholders held in the following year. If the director retires due to death or another reason deemed justifiable by the Company's Board of Directors, the transfer restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
5 of the Company's directors, excluding outside directors; 17,000 shares
Intended allottee's holding policy
From 22 July 2026 until the date on which they retire as directors of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
No payment is required (allocation date: 22 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 23 June 2026 was ¥480. The discount rate and premium rate were not disclosed.
Procedures under the Corporate Code of Conduct
At the 61st Annual General Meeting of Shareholders held on 28 June 2022, approval was obtained for this system and a compensation limit of up to 40,000 shares per year and ¥40 million per year.
Impact on Business Performance
The impact of this matter on business performance was 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 of17,000 of the Company's common shares (treasury shares)
Issue price and disposal priceNo consideration (fair value per share: ¥480)
Total issue value¥8,160,000 (based on fair value)
Amount of funds to be raisedNo payment required; no estimated net proceeds
Payment dateNo payment is required (allocation date: 22 July 2026)
Intended allotteeCategory 5 directors of the Company (excluding outside directors) / Number of Shares 17,000 shares
Intended allottee's holding policyFrom 22 July 2026 until the date on which they retire as directors of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026 was ¥480. The discount rate and premium rate were not disclosed.
Transfer restriction periodFrom 22 July 2026 (the allocation date) until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictionsThe eligible director must continuously remain a director of the Company throughout the service provision period, from the date of the Company's annual general meeting of shareholders immediately preceding the allocation date through the date of the Company's annual general meeting of shareholders held in the following year. If the director retires due to death or another reason deemed justifiable by the Company's Board of Directors, the transfer restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered5 of the Company's directors, excluding outside directors; 17,000 shares
Total Stock-Based CompensationThe compensation limit under the system is ¥40 million per year, separate from the existing compensation limit for directors. The total fair value for this allocation is ¥8,160,000.
Procedures under the Corporate Code of ConductAt the 61st Annual General Meeting of Shareholders held on 28 June 2022, approval was obtained for this system and a compensation limit of up to 40,000 shares per year and ¥40 million per year.
Impact on Business PerformanceThe impact of this matter on business performance was not disclosed.
Items this document does not state (12)
Estimated 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 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 provide an incentive for the sustainable enhancement of corporate value and promote value sharing with shareholders. The Company also took into consideration the purpose of the system, the scope of responsibilities of each eligible director, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAKAMATSU MACHINERY CO.,LTD. (6155) timely disclosure | Komori