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Share Issuance and Disposal6272RHEON AUTOMATIC MACHINERY CO.,LTD.Machinery

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

The company resolved to dispose of up to 64,800 treasury shares as transfer-restricted shares through the Employee Stock Ownership Association. The actual number of shares will be determined at a later date based on the number of employees who agree to participate in the plan.

Worth reading
53Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
64800
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of restricted treasury shares through a third-party allotment (for the employee stock ownership plan)

Who receives how much64,800Shares

64,800 shares of the company's common stock (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)

LEON AUTOMATIC MACHINE Employee Stock Ownership Association: 64,800 shares (maximum)

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

¥1,525 per share
Amount of funds to be raised

Total payment amount: number of shares disposed of × ¥1,525 (up to ¥98,820,000); estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Monetary receivables of ¥152,500 per person (up to 648 people)
発行済株式総数

0.23% of the total number of issued shares and 0.24% of the total number of voting rights (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 20 November 2026 to 30 November 2028
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of the Employee Stock Ownership Association throughout the transfer restriction period. The restrictions will also be lifted on the prescribed acceptance date or another specified date if the employee leaves the association due to mandatory retirement, retirement upon expiration of the employment contract, appointment as an officer or another legitimate reason, or becomes a non-resident. In the event of a corporate reorganization or similar event, the restrictions will be lifted as of immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If, during the transfer restriction period, an employee leaves the Employee Stock Ownership Association for a reason other than a legitimate reason, engages in an act that violates laws or regulations, or falls under any other specified event provided for in the allotment agreement. The shares will also be acquired without consideration if the transfer restrictions are not lifted upon expiration of the transfer restriction period or at a specified lifting date.
Categories and Number of Persons Covered
Up to 648 employees of the company, 100 shares per person (the actual number of eligible employees will be determined based on the number of employees who agree to participate)
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and other dispositions are prohibited, and the shares will be managed in a designated account.
Payment date
20 November 2026
Basis for determining the amount to be paid
The closing price of ¥1,525 on the Tokyo Stock Exchange Prime Market on 5 August 2026, the business day preceding the date of the Board of Directors resolution. The deviations from the average closing price were 0.46% for the one-month period from 6 July to 5 August 2026, 2.07% for the three-month period from 7 May to 5 August 2026, and 0.93% for the six-month period from 6 February to 5 August 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, obtaining an opinion from an independent third party and procedures for confirming shareholders' intent are not required. All 3 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price was lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of restricted treasury shares through a third-party allotment (for the employee stock ownership plan)
Number of shares to be issued or disposed of64,800 shares of the company's common stock (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
Issue price and disposal price¥1,525 per share
Amount of funds to be raisedTotal payment amount: number of shares disposed of × ¥1,525 (up to ¥98,820,000); estimated net proceeds: Not disclosed
Payment date20 November 2026
Intended allotteeLEON AUTOMATIC MACHINE Employee Stock Ownership Association: 64,800 shares (maximum)
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and other dispositions are prohibited, and the shares will be managed in a designated account.
Dilution Rate0.23% of the total number of issued shares and 0.24% of the total number of voting rights (based on the maximum number of shares to be disposed of)
Total number of issued shares28,392,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,525 on the Tokyo Stock Exchange Prime Market on 5 August 2026, the business day preceding the date of the Board of Directors resolution. The deviations from the average closing price were 0.46% for the one-month period from 6 July to 5 August 2026, 2.07% for the three-month period from 7 May to 5 August 2026, and 0.93% for the six-month period from 6 February to 5 August 2026.
Transfer restriction periodFrom 20 November 2026 to 30 November 2028
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of the Employee Stock Ownership Association throughout the transfer restriction period. The restrictions will also be lifted on the prescribed acceptance date or another specified date if the employee leaves the association due to mandatory retirement, retirement upon expiration of the employment contract, appointment as an officer or another legitimate reason, or becomes a non-resident. In the event of a corporate reorganization or similar event, the restrictions will be lifted as of immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf, during the transfer restriction period, an employee leaves the Employee Stock Ownership Association for a reason other than a legitimate reason, engages in an act that violates laws or regulations, or falls under any other specified event provided for in the allotment agreement. The shares will also be acquired without consideration if the transfer restrictions are not lifted upon expiration of the transfer restriction period or at a specified lifting date.
Categories and Number of Persons CoveredUp to 648 employees of the company, 100 shares per person (the actual number of eligible employees will be determined based on the number of employees who agree to participate)
Total Stock-Based CompensationMonetary receivables of ¥152,500 per person (up to 648 people)
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, obtaining an opinion from an independent third party and procedures for confirming shareholders' intent are not required. All 3 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price was lawful.
Items this document does not state (12)
Total issue valueEstimated 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 enhance employee welfare and support asset formation, provide incentives for the sustained enhancement of corporate value, and promote shared value between employees and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | RHEON AUTOMATIC MACHINERY CO.,LTD. (6272) timely disclosure | Komori