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Share Issuance and Disposal6291AIRTECH JAPAN,LTD.Machinery

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

日本エアーテック resolved to dispose of up to 15,960 treasury shares as restricted stock, with the employee stock ownership plan as the allottee. The payment date is 19 June 2026, and the shares will be subject to transfer restrictions through 1 June 2029.

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15960
Shares
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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 much15,960Shares

Up to 15,960 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of members of the employee stock ownership plan as of the payment date)

日本エアーテック Employee Stock Ownership PlanUp to 15,960 shares

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

¥1,258 per share
Total issue value

¥20,077,680 (maximum)

発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

No dilution

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 19 June 2026 through 1 June 2029
Conditions for lifting transfer restrictions
The eligible employee must remain a member of the employee stock ownership plan throughout the transfer restriction period. If regular contributions are suspended, the number of shares released from the restrictions will be adjusted according to the number of months for which contributions were made. If the employee leaves the plan for a legitimate reason, part of the restrictions will be released on the date the withdrawal application is accepted, subject to certain conditions. In the event of a corporate reorganization or similar event, all restrictions may be released by resolution of the Board of Directors.
Reason for acquisition without consideration
At the end of the transfer restriction period or when the transfer restrictions are released, the Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
Eligible employees who are members of the Company's employee stock ownership plan, up to 379 people (assuming all eligible employees agree to participate); up to 15,960 shares
Intended allottee's holding policy
During the transfer restriction period, the shares will be managed in a dedicated account opened by the employee stock ownership plan with Nomura Securities Co., Ltd. They may not be transferred, pledged, or otherwise disposed of.
Payment date
19 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 26 March 2026, ¥1,258. The deviations from the average closing price were -0.40% for the one-month period from 27 February 2026 to 26 March 2026, 0.31% for the three-month period from 27 December 2025 to 26 March 2026, and 0.37% for the six-month period from 27 September 2025 to 26 March 2026.
Procedures under the Corporate Code of Conduct
Because there is no dilution and no change in the controlling shareholder, obtaining an opinion from an independent third party and seeking shareholder approval are not required. The Audit and Supervisory Committee has stated that the payment amount is appropriate.
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 ofUp to 15,960 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of members of the employee stock ownership plan as of the payment date)
Issue price and disposal price¥1,258 per share
Total issue value¥20,077,680 (maximum)
Payment date19 June 2026
Intended allotteeName 日本エアーテック Employee Stock Ownership Plan / Number of Shares Up to 15,960 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares will be managed in a dedicated account opened by the employee stock ownership plan with Nomura Securities Co., Ltd. They may not be transferred, pledged, or otherwise disposed of.
Dilution RateNo dilution
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 stock on the Standard Market of the Tokyo Stock Exchange on 26 March 2026, ¥1,258. The deviations from the average closing price were -0.40% for the one-month period from 27 February 2026 to 26 March 2026, 0.31% for the three-month period from 27 December 2025 to 26 March 2026, and 0.37% for the six-month period from 27 September 2025 to 26 March 2026.
Transfer restriction periodFrom 19 June 2026 through 1 June 2029
Conditions for lifting transfer restrictionsThe eligible employee must remain a member of the employee stock ownership plan throughout the transfer restriction period. If regular contributions are suspended, the number of shares released from the restrictions will be adjusted according to the number of months for which contributions were made. If the employee leaves the plan for a legitimate reason, part of the restrictions will be released on the date the withdrawal application is accepted, subject to certain conditions. In the event of a corporate reorganization or similar event, all restrictions may be released by resolution of the Board of Directors.
Reason for acquisition without considerationAt the end of the transfer restriction period or when the transfer restrictions are released, the Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been released.
Categories and Number of Persons CoveredEligible employees who are members of the Company's employee stock ownership plan, up to 379 people (assuming all eligible employees agree to participate); up to 15,960 shares
Procedures under the Corporate Code of ConductBecause there is no dilution and no change in the controlling shareholder, obtaining an opinion from an independent third party and seeking shareholder approval are not required. The Audit and Supervisory Committee has stated that the payment amount is appropriate.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 the welfare of eligible employees, assist them in building personal assets, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value between eligible employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | AIRTECH JAPAN,LTD. (6291) timely disclosure | Komori