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Share Issuance and Disposal6203Howa Machinery,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,468 treasury shares as restricted stock compensation to 6 directors and executive officers. The disposal price is ¥1,579 per share, for a total disposal amount of ¥11,791,972.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,468Shares

7,468 shares of the Company's common stock (treasury shares)

2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members4,432 shares
4 executive officers, excluding directors3,036 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.

¥1,579 per share
Total issue value

¥11,791,972

Amount of funds to be raised
Total amount paid: ¥11,791,972; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥11,791,972
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 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restricted period, provided that the eligible directors and other eligible persons continuously hold a position with the Company during the restricted period as a director, an executive officer who does not concurrently serve as a director, an employee, adviser, counselor, or other equivalent position. If an eligible person retires or leaves employment due to expiration of their term, mandatory retirement, or another legitimate reason, the applicable number of shares subject to release will be calculated and the restrictions will be lifted immediately after the retirement or departure. A certain number of shares will also be released in the event of a corporate reorganization or similar transaction.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiration of the restricted period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions remain after the applicable transfer restrictions have been lifted.
Categories and Number of Persons Covered
2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members, 4,432 shares; 4 executive officers, excluding directors, 3,036 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs from 24 July 2026 through 23 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,579. 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 of7,468 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,579 per share
Total issue value¥11,791,972
Amount of funds to be raisedTotal amount paid: ¥11,791,972; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 4,432 shares, Name 4 executive officers, excluding directors / Number of Shares 3,036 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs from 24 July 2026 through 23 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,579. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 through 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restricted period, provided that the eligible directors and other eligible persons continuously hold a position with the Company during the restricted period as a director, an executive officer who does not concurrently serve as a director, an employee, adviser, counselor, or other equivalent position. If an eligible person retires or leaves employment due to expiration of their term, mandatory retirement, or another legitimate reason, the applicable number of shares subject to release will be calculated and the restrictions will be lifted immediately after the retirement or departure. A certain number of shares will also be released in the event of a corporate reorganization or similar transaction.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiration of the restricted period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions remain after the applicable transfer restrictions have been lifted.
Categories and Number of Persons Covered2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members, 4,432 shares; 4 executive officers, excluding directors, 3,036 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥11,791,972
Items this document does not state (14)
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 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.

The Company took into consideration its operating conditions, the scope of responsibilities of each eligible director and other eligible person, and other relevant factors, with the aim of granting incentives to achieve sustained enhancement of corporate value and further sharing value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Howa Machinery,Ltd. (6203) timely disclosure | Komori