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Share Issuance and Disposal6266TAZMO CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,272 treasury shares to 5 directors as restricted stock compensation. The shares will be subject to transfer restrictions until the recipient leaves office, as well as performance conditions.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
9272
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,272Shares

Treasury shares: 9,272 shares

5 directors of the Company, excluding directors who are Audit and Supervisory Committee Members and outside directors, and 9,272 shares

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

¥2,577 per share
Total issue value

¥23,893,944

Amount of funds to be raised
As the entire amount of these monetary claims will be contributed in kind, the total payment amount is ¥23,893,944 and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥23,893,944. The annual compensation limit is ¥50,000,000 or less.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable, as this is a disposal of treasury shares and the total number of issued shares will not increase

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 12 May 2026 until immediately after the recipient ceases to hold either the position of director or that of a regular employee of the Company
Conditions for lifting transfer restrictions
Provided that, throughout the service provision period, the recipient continuously holds the position of director of the Company and achieves the performance conditions established by the Company, all transfer restrictions will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without consideration
If the recipient leaves the position of director during the service provision period, engages in an act violating laws or regulations during the transfer restriction period, fails to achieve the performance conditions, falls under any other specified event set out in the allotment agreement, or if the transfer restrictions have not been lifted upon expiration of the transfer restriction period.
Categories and Number of Persons Covered
5 directors of the Company, excluding directors who are Audit and Supervisory Committee Members and outside directors, and 9,272 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
12 May 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 10 April 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,577. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
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 ofTreasury shares: 9,272 shares
Issue price and disposal price¥2,577 per share
Total issue value¥23,893,944
Amount of funds to be raisedAs the entire amount of these monetary claims will be contributed in kind, the total payment amount is ¥23,893,944 and the estimated net proceeds are Not disclosed
Payment date12 May 2026
Intended allottee5 directors of the Company, excluding directors who are Audit and Supervisory Committee Members and outside directors, and 9,272 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Dilution RateNot applicable, as this is a disposal of treasury shares and the total number of issued shares will not increase
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 10 April 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,577. No discount or premium was stated.
Transfer restriction periodFrom 12 May 2026 until immediately after the recipient ceases to hold either the position of director or that of a regular employee of the Company
Conditions for lifting transfer restrictionsProvided that, throughout the service provision period, the recipient continuously holds the position of director of the Company and achieves the performance conditions established by the Company, all transfer restrictions will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without considerationIf the recipient leaves the position of director during the service provision period, engages in an act violating laws or regulations during the transfer restriction period, fails to achieve the performance conditions, falls under any other specified event set out in the allotment agreement, or if the transfer restrictions have not been lifted upon expiration of the transfer restriction period.
Categories and Number of Persons Covered5 directors of the Company, excluding directors who are Audit and Supervisory Committee Members and outside directors, and 9,272 shares
Total Stock-Based CompensationTotal monetary claims: ¥23,893,944. The annual compensation limit is ¥50,000,000 or less.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 clarify the linkage between directors’ compensation, performance and share value, and to heighten awareness of improving performance and increasing corporate value over the medium to long term by having directors share the risk of a decline in the share price with shareholders. Also, to further enhance the motivation of the eligible directors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAZMO CO.,LTD. (6266) timely disclosure | Komori