Komori
Share Issuance and Disposal6237IWAKI CO.,LTD.Machinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

It was resolved to dispose of up to 80,000 treasury shares to grant restricted stock to employees of the Company or its subsidiaries through the employee stock ownership association. The actual number of shares will be determined based on the number of eligible employees who consent.

Worth reading
37Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
80000
Shares (maximum)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock incentives through the employee stock ownership association

Who receives how much

80,000 shares of the Company's common stock (maximum; based on the assumption that 100 shares will be granted to each of 800 eligible employees)

イワキ Employee Stock Ownership Association: 80,000 shares (maximum)

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

¥4,250 per share
Total issue value

¥340,000,000 (maximum)

発行済株式総数

0.36% of the total number of issued shares and 0.36% of the total number of voting rights (in each case based on the maximum number of shares to be disposed of)

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 25 September 2026 to 25 September 2028
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the restricted period. In the event of withdrawal from the association for a legitimate reason, including reaching retirement age, death, expiration of the employment period or promotion to an officer of the Company, the restrictions will be lifted on the number of shares corresponding to the number of months of service. If contributions are suspended due to an overseas assignment, all restrictions will be lifted.
Reason for acquisition without consideration
If an eligible employee falls under any of the specified circumstances set out in the allocation agreement during the restricted period, or if the restrictions are not lifted upon expiry of the restricted period or at the time of lifting, the Company will acquire the shares without consideration.
Categories and Number of Persons Covered
800 employees of the Company or its subsidiaries (maximum), 100 shares each. The actual number of eligible employees will be determined after consent has been confirmed.
Intended allottee's holding policy
During the restricted period, withdrawals of restricted stock interests will be restricted. The restricted stock will be managed in a dedicated account and may not be transferred, pledged or otherwise disposed of.
Payment date
25 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 14 July 2026, ¥4,250. This represents a 10.71% premium to the simple average closing price of ¥3,839 for the most recent one-month period from 15 June 2026 to 14 July 2026, and a 42.19% premium to the simple average closing price of ¥2,989 for the most recent six-month period from 15 January 2026 to 14 July 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions as prescribed in Article 432 of the Tokyo Stock Exchange's Securities Listing Regulations. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate.
Impact on Business Performance
The impact on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock incentives through the employee stock ownership association
Number of shares to be issued or disposed of80,000 shares of the Company's common stock (maximum; based on the assumption that 100 shares will be granted to each of 800 eligible employees)
Issue price and disposal price¥4,250 per share
Total issue value¥340,000,000 (maximum)
Payment date25 September 2026
Intended allotteeイワキ Employee Stock Ownership Association: 80,000 shares (maximum)
Intended allottee's holding policyDuring the restricted period, withdrawals of restricted stock interests will be restricted. The restricted stock will be managed in a dedicated account and may not be transferred, pledged or otherwise disposed of.
Dilution Rate0.36% of the total number of issued shares and 0.36% of the total number of voting rights (in each case based on the maximum number of shares to be disposed of)
Total number of issued shares22,490,910 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 14 July 2026, ¥4,250. This represents a 10.71% premium to the simple average closing price of ¥3,839 for the most recent one-month period from 15 June 2026 to 14 July 2026, and a 42.19% premium to the simple average closing price of ¥2,989 for the most recent six-month period from 15 January 2026 to 14 July 2026.
Transfer restriction periodFrom 25 September 2026 to 25 September 2028
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the restricted period. In the event of withdrawal from the association for a legitimate reason, including reaching retirement age, death, expiration of the employment period or promotion to an officer of the Company, the restrictions will be lifted on the number of shares corresponding to the number of months of service. If contributions are suspended due to an overseas assignment, all restrictions will be lifted.
Reason for acquisition without considerationIf an eligible employee falls under any of the specified circumstances set out in the allocation agreement during the restricted period, or if the restrictions are not lifted upon expiry of the restricted period or at the time of lifting, the Company will acquire the shares without consideration.
Categories and Number of Persons Covered800 employees of the Company or its subsidiaries (maximum), 100 shares each. The actual number of eligible employees will be determined after consent has been confirmed.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions as prescribed in Article 432 of the Tokyo Stock Exchange's Securities Listing Regulations. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate.
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 commemorate the 10th anniversary of イワキ's listing, provide incentives to enhance employee benefits, asset building and the sustainable enhancement of corporate value, share value with shareholders, improve employee engagement and enhance human capital.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | IWAKI CO.,LTD. (6237) timely disclosure | Komori