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Share Issuance and Disposal6237IWAKI CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 19,890 treasury shares as restricted stock compensation to 2 directors and 10 senior employees in exchange for in-kind contributions of monetary compensation receivables.

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Direction
Neutral
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Scale
19890
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,890Shares

19,890 shares of the Company's common stock (treasury shares)

Directors (excluding outside directors)2 / 14,090 shares
Senior employees10 / 5,800 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.

¥4,250 per share
Total issue value

¥84,532,500

Amount of funds to be raised
Total payment amount: ¥84,532,500; estimated net proceeds: Not disclosed (in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥84,532,500. The plan limits are ¥100 million per year and 110,000 shares per year.
Specific use of funds
not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
発行済株式総数

No increase (disposal of treasury shares)

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 31 July 2026 until the date on which an eligible director ceases to be either a director or senior employee of the Company or any of its subsidiaries. For an eligible senior employee, the period runs until the date on which the employee ceases to be a director, senior employee or employee of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding the prescribed position throughout the service period, all of the allocated shares will be released from the transfer restrictions when the restricted transfer period expires. If the recipient ceases to hold office or leaves employment due to death or another reason deemed justifiable by the Board of Directors, the restrictions will be released for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
Upon expiration of the restricted transfer period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been released. Shares will also be subject to acquisition without consideration if the recipient violates any law, internal rule or restricted stock allocation agreement, or otherwise falls under any event specified by the Board of Directors.
Categories and Number of Persons Covered
2 directors (excluding outside directors), 14,090 shares; 10 senior employees, 5,800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
31 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,250. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The introduction of the restricted stock compensation plan was approved at the 63rd Annual General Meeting of Shareholders held on 28 June 2018, and certain amendments were approved at the 66th Annual General Meeting of Shareholders held on 29 June 2021.
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 of19,890 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,250 per share
Total issue value¥84,532,500
Amount of funds to be raisedTotal payment amount: ¥84,532,500; estimated net proceeds: Not disclosed (in-kind contribution of compensation receivables)
Specific use of fundsnot disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
Payment date31 July 2026
Intended allotteeCategory Directors (excluding outside directors) / Number of Employees 2 / Number of Shares 14,090 shares, Category Senior employees / Number of Employees 10 / Number of Shares 5,800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,250. No discount or premium applies.
Transfer restriction periodFrom 31 July 2026 until the date on which an eligible director ceases to be either a director or senior employee of the Company or any of its subsidiaries. For an eligible senior employee, the period runs until the date on which the employee ceases to be a director, senior employee or employee of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding the prescribed position throughout the service period, all of the allocated shares will be released from the transfer restrictions when the restricted transfer period expires. If the recipient ceases to hold office or leaves employment due to death or another reason deemed justifiable by the Board of Directors, the restrictions will be released for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationUpon expiration of the restricted transfer period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been released. Shares will also be subject to acquisition without consideration if the recipient violates any law, internal rule or restricted stock allocation agreement, or otherwise falls under any event specified by the Board of Directors.
Categories and Number of Persons Covered2 directors (excluding outside directors), 14,090 shares; 10 senior employees, 5,800 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥84,532,500. The plan limits are ¥100 million per year and 110,000 shares per year.
Procedures under the Corporate Code of ConductThe introduction of the restricted stock compensation plan was approved at the 63rd Annual General Meeting of Shareholders held on 28 June 2018, and certain amendments were approved at the 66th Annual General Meeting of Shareholders held on 29 June 2021.
Items this document does not state (11)
Estimated issuance expensesDilution RateExercise 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 provide the eligible directors with incentives to sustainably enhance corporate and shareholder value over the medium to long term and promote value sharing with shareholders. The same restricted stock compensation plan will also be used to make grants to the eligible senior employees.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | IWAKI CO.,LTD. (6237) timely disclosure | Komori