Komori
Share Issuance and Disposal6226Moriya Transportation Engineering and Manufacturing Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,600 treasury shares as restricted stock compensation to 9 directors. The recipients will be prohibited from transferring the shares for a specified period, and the restriction will generally remain in place until they cease to hold their positions as directors or executive officers.

Worth reading
42Recurring
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Direction
Neutral
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Scale
10600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,600Shares

10,600 treasury shares

Directors (excluding directors serving as Audit and Supervisory Committee members and the Representative Director and President)9 / 10,600 shares

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

¥2,634 per share
Total issue value

¥27,920,400

Total Stock-Based Compensation
Total monetary compensation receivables of ¥27,920,400. The annual compensation limit is ¥100 million.
発行済株式総数

0.03% (relative to the total number of issued shares as of 30 June 2026; stated as the extent of dilution resulting from the disposal of treasury shares)

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.

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 6 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or executive officer of the Company through the date of the first Annual General Meeting of Shareholders held after the start date of the restricted period, all of the allocated shares held at the end of the period will be released from the restrictions. If the recipient leaves office for a legitimate reason, the restrictions will be released in part according to the length of service.
Reason for acquisition without consideration
If the recipient leaves office without a legitimate reason before the day preceding the first Annual General Meeting of Shareholders, if any shares remain subject to the restrictions at the end of the period, or if any shares remain subject to the restrictions when the recipient leaves office in connection with a reorganization or similar transaction.
Categories and Number of Persons Covered
9 directors (excluding directors serving as Audit and Supervisory Committee members and the Representative Director and President), 10,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
6 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 15 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,634. There was no discount or premium.
Procedures under the Corporate Code of Conduct
At the 79th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the aggregate compensation and share limits, the restricted period and other matters.
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 of10,600 treasury shares
Issue price and disposal price¥2,634 per share
Total issue value¥27,920,400
Payment date6 August 2026
Intended allotteeName Directors (excluding directors serving as Audit and Supervisory Committee members and the Representative Director and President) / Number of Employees 9 / Number of Shares 10,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Dilution Rate0.03% (relative to the total number of issued shares as of 30 June 2026; stated as the extent of dilution resulting from the disposal of treasury shares)
Total number of issued shares35,371,600 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,634. There was no discount or premium.
Transfer restriction periodFrom 6 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or executive officer of the Company through the date of the first Annual General Meeting of Shareholders held after the start date of the restricted period, all of the allocated shares held at the end of the period will be released from the restrictions. If the recipient leaves office for a legitimate reason, the restrictions will be released in part according to the length of service.
Reason for acquisition without considerationIf the recipient leaves office without a legitimate reason before the day preceding the first Annual General Meeting of Shareholders, if any shares remain subject to the restrictions at the end of the period, or if any shares remain subject to the restrictions when the recipient leaves office in connection with a reorganization or similar transaction.
Categories and Number of Persons Covered9 directors (excluding directors serving as Audit and Supervisory Committee members and the Representative Director and President), 10,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥27,920,400. The annual compensation limit is ¥100 million.
Procedures under the Corporate Code of ConductAt the 79th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the aggregate compensation and share limits, the restricted period and other matters.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Moriya Transportation Engineering and Manufacturing Co.,Ltd. (6226) timely disclosure | Komori