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Share Issuance and Disposal6167Fuji Die Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 27,900 treasury shares at ¥964 per share as restricted stock compensation for 7 directors. The shares may not be transferred until the recipient retires or otherwise leaves the Company, among other events.

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Neutral
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Scale
27900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much27,900Shares

27,900 shares of the Company's common stock (treasury shares)

7 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)27,900 shares

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

¥964 per share
Total issue value

¥26,895,600

Amount of funds to be raised
Total payment amount: ¥26,895,600; estimated net proceeds: Not disclosed (the treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥26,895,600. The aggregate annual limit on compensation receivables is ¥50 million or less.
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 3 August 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders of the Company held after 3 August 2026. If the recipient retires or leaves the Company for a valid reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the retirement or departure date, divided by 12.
Reason for acquisition without consideration
If the recipient retires or leaves the Company without a valid reason before the day preceding the date of the first annual general meeting of shareholders of the Company, or if any shares remain subject to transfer restrictions when the restriction period expires. If the recipient retires or leaves the Company due to a corporate reorganization or other event, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
7 directors of the Company, 27,900 shares (excluding directors who are Audit & Supervisory Committee Members and outside directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, granted as security by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Payment date
3 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 14 July 2026, ¥964. No discount or premium rate is specified; the price is equal to the closing price.
Impact on Business Performance
The impact of this matter on business performance is 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 of27,900 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥964 per share
Total issue value¥26,895,600
Amount of funds to be raisedTotal payment amount: ¥26,895,600; estimated net proceeds: Not disclosed (the treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables)
Payment date3 August 2026
Intended allotteeName 7 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 27,900 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, granted as security by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, ¥964. No discount or premium rate is specified; the price is equal to the closing price.
Transfer restriction periodFrom 3 August 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders of the Company held after 3 August 2026. If the recipient retires or leaves the Company for a valid reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the retirement or departure date, divided by 12.
Reason for acquisition without considerationIf the recipient retires or leaves the Company without a valid reason before the day preceding the date of the first annual general meeting of shareholders of the Company, or if any shares remain subject to transfer restrictions when the restriction period expires. If the recipient retires or leaves the Company due to a corporate reorganization or other event, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered7 directors of the Company, 27,900 shares (excluding directors who are Audit & Supervisory Committee Members and outside directors)
Total Stock-Based CompensationTotal monetary compensation receivables: ¥26,895,600. The aggregate annual limit on compensation receivables is ¥50 million or less.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal 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.

The purpose is for directors to share with shareholders the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value. The amount of compensation receivables for each recipient is determined based on a comprehensive assessment including the recipient's contribution.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Fuji Die Co.,Ltd. (6167) timely disclosure | Komori