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Share Issuance and Disposal6240YAMASHIN-FILTER CORP.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 956,574 treasury shares acquired through a share repurchase as restricted stock compensation for 4 directors and 54 employees holding designated positions. The total disposal value is ¥484,983,018, and the payment date is 21 July 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much956,574Shares

956,574 treasury shares

4 directors (excluding outside directors and directors serving as Audit and Supervisory Committee members)530,570 shares
54 employees holding designated positions426,004 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.

¥507 per share
Total issue value

¥484,983,018

Amount of funds to be raised
Total payment amount of ¥484,983,018; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥484,983,018
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
Eligible directors: from 21 July 2026 through 20 July 2056. Eligible employees: from 21 July 2026 until the date on which they retire or resign from a designated position at the Company or one of its subsidiaries, or another applicable date.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully released upon expiry of the restriction period, provided that the recipient has continuously held one of the following positions during the restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee, advisor, counselor or other equivalent position at the Company or one of its subsidiaries. In the event of retirement or resignation upon expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions on the number of shares corresponding to the period of service will be released immediately after the retirement or resignation.
Reason for acquisition without consideration
If a recipient retires or resigns from a designated position before expiry of the restriction period without a legitimate reason, the Company will acquire the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not released upon expiry of the restriction period or upon release of the restrictions.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 530,570 shares, Category Employees holding designated positions / Number of Employees 54 / Number of allocated shares 426,004 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The eligible directors will hold the shares from 21 July 2026 through 20 July 2056, while the eligible employees will hold them until the date on which they retire or resign from their designated positions or another applicable date.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥507. Discount rate and premium rate: Not disclosed.
Most recent equity financing
Timing Disclosure dated 15 May 2026 / Type Share repurchases / Amount Not disclosed
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 of956,574 treasury shares
Issue price and disposal price¥507 per share
Total issue value¥484,983,018
Amount of funds to be raisedTotal payment amount of ¥484,983,018; estimated net proceeds: Not disclosed
Payment date21 July 2026
Intended allotteeName 4 directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Shares 530,570 shares, Name 54 employees holding designated positions / Number of Shares 426,004 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The eligible directors will hold the shares from 21 July 2026 through 20 July 2056, while the eligible employees will hold them until the date on which they retire or resign from their designated positions or another applicable date.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥507. Discount rate and premium rate: Not disclosed.
Transfer restriction periodEligible directors: from 21 July 2026 through 20 July 2056. Eligible employees: from 21 July 2026 until the date on which they retire or resign from a designated position at the Company or one of its subsidiaries, or another applicable date.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully released upon expiry of the restriction period, provided that the recipient has continuously held one of the following positions during the restriction period: director, executive officer, executive officer who does not concurrently serve as a director, employee, advisor, counselor or other equivalent position at the Company or one of its subsidiaries. In the event of retirement or resignation upon expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions on the number of shares corresponding to the period of service will be released immediately after the retirement or resignation.
Reason for acquisition without considerationIf a recipient retires or resigns from a designated position before expiry of the restriction period without a legitimate reason, the Company will acquire the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not released upon expiry of the restriction period or upon release of the restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 530,570 shares, Category Employees holding designated positions / Number of Employees 54 / Number of allocated shares 426,004 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥484,983,018
Most recent equity financingTiming Disclosure dated 15 May 2026 / Type Share repurchases / Amount Not disclosed
Items this document does not state (13)
Estimated 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 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.

As part of the execution of a flexible capital policy, the treasury shares will be allocated to restricted stock compensation for officers and employees, with the aim of achieving sustained growth in corporate value. For the eligible directors, the purpose is to heighten their awareness of contributing to medium- to long-term earnings growth and increases in corporate value, while for the eligible employees, the purpose is to strengthen the management foundation and enhance motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YAMASHIN-FILTER CORP. (6240) timely disclosure | Komori