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Share Issuance and Disposal6279ZUIKO CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 20,200 treasury shares as restricted stock compensation to 5 directors and executive officers. The disposal price is ¥900 per share, and the payment date is 15 June 2026.

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20200
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much20,200Shares

20,200 common shares (treasury shares)

3 directors (excluding outside directors)18,600 shares
2 executive officers1,600 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.

¥900 per share
Total issue value

¥18,180,000

Amount of funds to be raised
Total payment amount: ¥18,180,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥18,180,000. The total amount of monetary compensation receivables granted to eligible directors under this plan is capped at ¥50 million per year.
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
Directors: from the payment date until the time they cease to hold the position of director of the Company. Executive officers: from the payment date until 3 years have elapsed, subject to an exception upon appointment as a director.
Conditions for lifting transfer restrictions
For directors, the transfer restrictions will be lifted upon expiration of the restricted period, provided that the director has continuously held the position of director throughout the period of service. For executive officers, the transfer restrictions will be lifted upon expiration of the restricted period. However, in the event of demotion or retirement, the restrictions on shares held for at least 1 year after delivery will be lifted at that time. Partial lifting of the restrictions is also provided for in the event of death, retirement before the end of the period or a corporate reorganization, among other circumstances.
Reason for acquisition without consideration
If it is determined that a director will retire before the end of the period of service without a valid reason, if it is determined that an executive officer will retire due to disciplinary dismissal or dismissal by recommendation, or if any other event specified in the allocation agreement occurs. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted due to death, retirement before the end of the period or a corporate reorganization, among other circumstances.
Categories and Number of Persons Covered
3 directors (excluding outside directors), 18,600 shares; 2 executive officers, 1,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
15 June 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 14 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥900. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The matter was referred to the Committee for Nomination and Compensation of Directors and Executive Officers, which issued a favorable opinion. The specific timing and allocation of payments to each eligible director will also be determined by the Board of Directors after consultation with the committee.
Impact on Business Performance
No information has been disclosed regarding the impact on performance at this time: 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 of20,200 common shares (treasury shares)
Issue price and disposal price¥900 per share
Total issue value¥18,180,000
Amount of funds to be raisedTotal payment amount: ¥18,180,000; estimated net proceeds: Not disclosed
Payment date15 June 2026
Intended allotteeName 3 directors (excluding outside directors) / Number of Shares 18,600 shares, Name 2 executive officers / Number of Shares 1,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 14 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥900. No discount or premium applies.
Transfer restriction periodDirectors: from the payment date until the time they cease to hold the position of director of the Company. Executive officers: from the payment date until 3 years have elapsed, subject to an exception upon appointment as a director.
Conditions for lifting transfer restrictionsFor directors, the transfer restrictions will be lifted upon expiration of the restricted period, provided that the director has continuously held the position of director throughout the period of service. For executive officers, the transfer restrictions will be lifted upon expiration of the restricted period. However, in the event of demotion or retirement, the restrictions on shares held for at least 1 year after delivery will be lifted at that time. Partial lifting of the restrictions is also provided for in the event of death, retirement before the end of the period or a corporate reorganization, among other circumstances.
Reason for acquisition without considerationIf it is determined that a director will retire before the end of the period of service without a valid reason, if it is determined that an executive officer will retire due to disciplinary dismissal or dismissal by recommendation, or if any other event specified in the allocation agreement occurs. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted due to death, retirement before the end of the period or a corporate reorganization, among other circumstances.
Categories and Number of Persons Covered3 directors (excluding outside directors), 18,600 shares; 2 executive officers, 1,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥18,180,000. The total amount of monetary compensation receivables granted to eligible directors under this plan is capped at ¥50 million per year.
Procedures under the Corporate Code of ConductThe matter was referred to the Committee for Nomination and Compensation of Directors and Executive Officers, which issued a favorable opinion. The specific timing and allocation of payments to each eligible director will also be determined by the Board of Directors after consultation with the committee.
Impact on Business PerformanceNo information has been disclosed regarding the impact on performance at this time: Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 an incentive to achieve sustained growth in the Company's corporate value and promote the sharing of value between the eligible recipients and shareholders, while taking into consideration the Company's performance, the scope of each recipient's responsibilities and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ZUIKO CORPORATION (6279) timely disclosure | Komori