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Share Issuance and Disposal6165PUNCH INDUSTRY CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 40,209 treasury shares as restricted stock compensation to 3 directors and 8 executive officers. The recipients will be granted monetary compensation claims totaling ¥19,501,365 and will make an in-kind contribution of the full amount.

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40209
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much40,209Shares

40,209 shares of the Company's common stock (treasury shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)23,713 shares
8 executive officers of the Company16,496 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.

¥485 per share
Total issue value

¥19,501,365

Amount of funds to be raised
As the monetary compensation claims totaling ¥19,501,365 will be contributed in kind, there will be no net proceeds.
Total Stock-Based Compensation
Monetary compensation claims totaling ¥19,501,365. The annual compensation limit for monetary compensation claims granted to eligible directors is ¥100 million or less.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 7 August 2026 to 6 August 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the transfer restriction period: director, executive officer, employee, chairperson, adviser, counselor or another equivalent position at the Company, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office or employment due to the expiration of the term of office, mandatory retirement, or another reason deemed legitimate by the Company's Board of Directors, including leaving office or employment due to death, the transfer restrictions will be released at the time of departure for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 23,713 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 16,496 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. The transfer restriction period runs from 7 August 2026 to 6 August 2056.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥485. No discount or premium was applied.
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 of40,209 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥485 per share
Total issue value¥19,501,365
Amount of funds to be raisedAs the monetary compensation claims totaling ¥19,501,365 will be contributed in kind, there will be no net proceeds.
Payment date7 August 2026
Intended allotteeName 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 23,713 shares, Name 8 executive officers of the Company / Number of Shares 16,496 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. The transfer restriction period runs from 7 August 2026 to 6 August 2056.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥485. No discount or premium was applied.
Transfer restriction periodFrom 7 August 2026 to 6 August 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the transfer restriction period: director, executive officer, employee, chairperson, adviser, counselor or another equivalent position at the Company, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office or employment due to the expiration of the term of office, mandatory retirement, or another reason deemed legitimate by the Company's Board of Directors, including leaving office or employment due to death, the transfer restrictions will be released at the time of departure for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 23,713 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 16,496 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥19,501,365. The annual compensation limit for monetary compensation claims granted to eligible directors is ¥100 million or less.
Items this document does not state (13)
Estimated 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 provide the eligible directors and other recipients with a medium- to long-term incentive, promote the sharing of shareholder value, and further enhance their motivation under the restricted stock compensation plan. The number of shares to be disposed of was determined after taking into consideration the purpose of the plan, the Company's business performance, the scope of responsibilities of each eligible director and other recipient, and various other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PUNCH INDUSTRY CO.,LTD. (6165) timely disclosure | Komori