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Share Issuance and Disposal6235OPTORUN CO.,LTD.Machinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and the Gratis Acquisition of Performance-Based Restricted Shares

The Company resolved to dispose of 118,891 treasury shares as restricted stock compensation for 2 directors and 7 executive officers. Meanwhile, the 92,721 performance-based restricted shares granted in 2023 will be acquired without consideration because the performance conditions were not met.

Worth reading
42Recurring
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Direction
Mixed performance
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Scale
118891
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

118,891 treasury shares (Plan I: 48,000 shares; Plan II: 70,891 shares); 92,721 common shares to be acquired without consideration

2 directors (excluding outside directors)59,618 shares
7 executive officers59,273 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.

¥2,821 per share
Total issue value

¥335,391,511

Amount of funds to be raised
Total payment amount: ¥335,391,511; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥335,391,511; Plan I: ¥135,408,000; Plan II: ¥199,983,511
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
Plan I: From 24 April 2026 until the date on which the recipient retires from the position providing the services covered by Plan I. Plan II: From 24 April 2026 until the date of the Company's annual general meeting of shareholders to be held in 2029.
Conditions for lifting transfer restrictions
Plan I: The recipient must remain in a position providing the covered services continuously from 26 March 2026 until the date of the following annual general meeting of shareholders, among other conditions. Plan II: The recipient must remain continuously from 26 March 2026 until the date of the annual general meeting of shareholders to be held in 2029 in the position of director, executive officer, employee or other worker, and must achieve the performance conditions prescribed by the Board of Directors.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will acquire without consideration any shares subject to this allocation for which the transfer restrictions have not been lifted. The shares granted on 28 April 2023 will be acquired without consideration because it has been determined that the performance conditions will not be met.
Categories and Number of Persons Covered
2 directors: 59,618 shares; 7 executive officers: 59,273 shares (excluding outside directors)
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,821. No discount or premium rate is stated.
Most recent equity financing
Timing Resolved on 28 March 2023; completed on 28 April 2023 / Type Disposal of treasury shares as performance-based restricted stock compensation / Amount Monetary compensation receivables: ¥199,999,197; common shares: 92,721
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 of118,891 treasury shares (Plan I: 48,000 shares; Plan II: 70,891 shares); 92,721 common shares to be acquired without consideration
Issue price and disposal price¥2,821 per share
Total issue value¥335,391,511
Amount of funds to be raisedTotal payment amount: ¥335,391,511; estimated net proceeds: not disclosed
Payment date24 April 2026
Intended allotteeCategory 2 directors (excluding outside directors) / Number of Shares 59,618 shares, Category 7 executive officers / Number of Shares 59,273 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,821. No discount or premium rate is stated.
Transfer restriction periodPlan I: From 24 April 2026 until the date on which the recipient retires from the position providing the services covered by Plan I. Plan II: From 24 April 2026 until the date of the Company's annual general meeting of shareholders to be held in 2029.
Conditions for lifting transfer restrictionsPlan I: The recipient must remain in a position providing the covered services continuously from 26 March 2026 until the date of the following annual general meeting of shareholders, among other conditions. Plan II: The recipient must remain continuously from 26 March 2026 until the date of the annual general meeting of shareholders to be held in 2029 in the position of director, executive officer, employee or other worker, and must achieve the performance conditions prescribed by the Board of Directors.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will acquire without consideration any shares subject to this allocation for which the transfer restrictions have not been lifted. The shares granted on 28 April 2023 will be acquired without consideration because it has been determined that the performance conditions will not be met.
Categories and Number of Persons Covered2 directors: 59,618 shares; 7 executive officers: 59,273 shares (excluding outside directors)
Total Stock-Based CompensationTotal monetary compensation receivables: ¥335,391,511; Plan I: ¥135,408,000; Plan II: ¥199,983,511
Most recent equity financingTiming Resolved on 28 March 2023; completed on 28 April 2023 / Type Disposal of treasury shares as performance-based restricted stock compensation / Amount Monetary compensation receivables: ¥199,999,197; common shares: 92,721
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 purposes are to provide incentives for the sustainable enhancement of corporate and shareholder value over the medium to long term, clarify the linkage between performance targets and compensation, and foster commitment to performance. The shares granted in the past will be acquired without consideration because it has been determined that the performance conditions will not be met.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and the Gratis Acquisition of Performance-Based Restricted Shares | OPTORUN CO.,LTD. (6235) timely disclosure | Komori