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Share Issuance and Disposal6262PEGASUS CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 49,096 treasury shares held by the Company to directors, executive officers and employees as restricted stock compensation. The disposal price is ¥530 per share, and the payment date is 22 July 2026.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
49096
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much49,096Shares

49,096 treasury shares

Directors of the Company (excluding outside directors)3 / 38,677 shares
The Company's executive officers4 / 8,016 shares
Employees of the Company3 / 2,403 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.

¥530 per share
Total issue value

¥26,020,880

Total Stock-Based Compensation
Total monetary compensation receivables of ¥26,020,880. Total annual compensation, etc. for the eligible directors is capped at ¥35 million.
発行済株式総数

The total number of issued shares will not increase because this is a 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 22 July 2026 until the date on which the relevant allottee retires or resigns from all positions as a director, audit & supervisory board member or other person associated with the Company or its subsidiaries.
Conditions for lifting transfer restrictions
The relevant allottee must continuously hold a designated position at the Company or one of its subsidiaries from 22 July 2026 until the Company's next annual general meeting of shareholders. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without consideration
If the relevant allottee retires or resigns without a legitimate reason before the day preceding the Company's next annual general meeting of shareholders, if any shares remain subject to transfer restrictions when the restriction period expires, or if any shares remain subject to transfer restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 38,677 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 8,016 shares, Category Employees / Number of Employees 3 / Number of allocated shares 2,403 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, which was ¥530. The discount and premium rates are both 0%.
Procedures under the Corporate Code of Conduct
At the 80th Annual General Meeting of Shareholders held on 23 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, an annual limit of ¥35 million on compensation receivables, and an annual limit of 100,000 shares, among 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 of49,096 treasury shares
Issue price and disposal price¥530 per share
Total issue value¥26,020,880
Payment date22 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 38,677 shares, Category The Company's executive officers / Number of Employees 4 / Number of Shares 8,016 shares, Category Employees of the Company / Number of Employees 3 / Number of Shares 2,403 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in a designated account until the transfer restrictions are lifted.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, which was ¥530. The discount and premium rates are both 0%.
Transfer restriction periodFrom 22 July 2026 until the date on which the relevant allottee retires or resigns from all positions as a director, audit & supervisory board member or other person associated with the Company or its subsidiaries.
Conditions for lifting transfer restrictionsThe relevant allottee must continuously hold a designated position at the Company or one of its subsidiaries from 22 July 2026 until the Company's next annual general meeting of shareholders. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without considerationIf the relevant allottee retires or resigns without a legitimate reason before the day preceding the Company's next annual general meeting of shareholders, if any shares remain subject to transfer restrictions when the restriction period expires, or if any shares remain subject to transfer restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 38,677 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 8,016 shares, Category Employees / Number of Employees 3 / Number of allocated shares 2,403 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥26,020,880. Total annual compensation, etc. for the eligible directors is capped at ¥35 million.
Procedures under the Corporate Code of ConductAt the 80th Annual General Meeting of Shareholders held on 23 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, an annual limit of ¥35 million on compensation receivables, and an annual limit of 100,000 shares, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution 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 enable directors and other officers to share with shareholders the benefits and risks of share price movements, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PEGASUS CO.,LTD. (6262) timely disclosure | Komori