Komori
Share Issuance and Disposal6209NPR-RIKEN CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 24,500 treasury shares as restricted stock compensation to 17 directors and executive officers. The disposal price is ¥3,890 per share, and the total amount of ¥95,305,000 in monetary compensation receivables will be contributed in kind.

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Direction
Neutral
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Scale
24500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much24,500Shares

24,500 common shares (treasury shares)

The Company's directors, excluding non-executive directors, outside directors and directors who are Audit and Supervisory Committee members4 / 10,900 shares
The Company's executive officers who do not concurrently serve as directors13 / 13,600 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.

¥3,890 per share
Total issue value

¥95,305,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥95,305,000
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 24 July 2026 until immediately after the recipient ceases to hold any position as a director, executive officer or senior executive officer of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as a director, executive officer or senior executive officer of the Company from the date on which the recipient commenced performing duties (for an executive officer who does not concurrently serve as a director, from the first day of the fiscal year including 24 July 2026) until immediately before the conclusion of the first Annual General Meeting of Shareholders thereafter. If the recipient ceases to hold the position upon expiration of the term of office or for another valid reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after the recipient's departure.
Reason for acquisition without consideration
If the recipient engages in a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the circumstances specified in the relevant allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or when the restrictions are lifted following the recipient's departure. In the event of a corporate reorganization or similar transaction, the Company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category The Company's directors, excluding non-executive directors, outside directors and directors who are Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 10,900 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 13 / Number of allocated shares 13,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way. The transfer restriction period runs from 24 July 2026 until immediately after the recipient ceases to hold any position as a director, executive officer or senior executive officer of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,890. 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 of24,500 common shares (treasury shares)
Issue price and disposal price¥3,890 per share
Total issue value¥95,305,000
Payment date24 July 2026
Intended allotteeName The Company's directors, excluding non-executive directors, outside directors and directors who are Audit and Supervisory Committee members / Number of Employees 4 / Number of Shares 10,900 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 13 / Number of Shares 13,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way. The transfer restriction period runs from 24 July 2026 until immediately after the recipient ceases to hold any position as a director, executive officer or senior executive officer of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,890. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient ceases to hold any position as a director, executive officer or senior executive officer of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held a position as a director, executive officer or senior executive officer of the Company from the date on which the recipient commenced performing duties (for an executive officer who does not concurrently serve as a director, from the first day of the fiscal year including 24 July 2026) until immediately before the conclusion of the first Annual General Meeting of Shareholders thereafter. If the recipient ceases to hold the position upon expiration of the term of office or for another valid reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after the recipient's departure.
Reason for acquisition without considerationIf the recipient engages in a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the circumstances specified in the relevant allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or when the restrictions are lifted following the recipient's departure. In the event of a corporate reorganization or similar transaction, the Company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors, excluding non-executive directors, outside directors and directors who are Audit and Supervisory Committee members / Number of Employees 4 / Number of allocated shares 10,900 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 13 / Number of allocated shares 13,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥95,305,000
Items this document does not state (15)
Amount of funds to be raisedEstimated 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 made this decision after considering the purpose of the system, the Company's business performance, the scope of responsibilities of each eligible director and other eligible person, and other relevant circumstances, with the aim of further enhancing their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NPR-RIKEN CORPORATION (6209) timely disclosure | Komori