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Share Issuance and Disposal6203Howa Machinery,Ltd.Machinery

Notice Regarding the Disposal of Treasury Shares by Way of Third-Party Allotment in Connection with an Additional Contribution to the Stock Benefit Trust (J-ESOP)

The Company resolved to dispose of 300,909 treasury shares held by the Company to Custody Bank of Japan, Ltd. (Trust E Account) through a third-party allotment so that the trust can acquire the shares necessary to continue the J-ESOP.

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Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much300,909Shares

300,909 common shares of treasury stock

Japan Custody Bank, Ltd. (Trust E Account)300,909 shares

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

¥1,475 per share
Total issue value

¥443,840,775

Amount of funds to be raised
Total payment amount: ¥443,840,775; estimated net proceeds: Not disclosed
Specific use of funds
Additional contribution to the Stock Benefit Trust (J-ESOP)Amount ¥443,840,775 / Scheduled timing of expenditures 24 August 2026
発行済株式総数

2.40% of total issued shares and 2.48% of total voting rights

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.

Categories and Number of Persons Covered
Employees of the Company (number of employees and number of shares allocated: not disclosed)
Intended allottee's holding policy
This is a trust account established to hold and dispose of the Company's shares in operating the Plan. Other holding policies and lock-up: Not disclosed
Payment date
24 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,475. Discount rate and premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
An opinion from an independent third party and procedures to confirm shareholders' intentions are not required because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder
Most recent equity financing
Timing 15 May 2024 / Type Introduction of the Stock Benefit Trust (J-ESOP) and disposal of treasury shares by third-party allotment / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of300,909 common shares of treasury stock
Issue price and disposal price¥1,475 per share
Total issue value¥443,840,775
Amount of funds to be raisedTotal payment amount: ¥443,840,775; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional contribution to the Stock Benefit Trust (J-ESOP) / Amount ¥443,840,775 / Scheduled timing of expenditures 24 August 2026
Payment date24 August 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 300,909 shares
Intended allottee's holding policyThis is a trust account established to hold and dispose of the Company's shares in operating the Plan. Other holding policies and lock-up: Not disclosed
Dilution Rate2.40% of total issued shares and 2.48% of total voting rights
Total number of issued shares12,548,134 shares → 12,548,134 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, ¥1,475. Discount rate and premium rate: Not disclosed
Categories and Number of Persons CoveredEmployees of the Company (number of employees and number of shares allocated: not disclosed)
Procedures under the Corporate Code of ConductAn opinion from an independent third party and procedures to confirm shareholders' intentions are not required because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder
Most recent equity financingTiming 15 May 2024 / Type Introduction of the Stock Benefit Trust (J-ESOP) and disposal of treasury shares by third-party allotment / Amount Not disclosed
Items this document does not state (13)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 enable the trust to acquire the shares expected to be required for future benefits in continuing the Plan. The number of shares to be disposed of corresponds to the number of shares expected to be distributed to employees over the 5 fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2031, and the Company has determined that the scale of dilution is reasonable in light of the purpose of the Plan.

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Notice Regarding the Disposal of Treasury Shares by Way of Third-Party Allotment in Connection with an Additional Contribution to the Stock Benefit Trust (J-ESOP) | Howa Machinery,Ltd. (6203) timely disclosure | Komori