Komori
Share Issuance and Disposal6315TOWA CORPORATIONMachinery

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company will issue 10,584 common shares to 5 directors and 5 executive officers as restricted stock compensation. The shares may not be transferred for a specified period until conditions such as ceasing to hold office or retiring have been met.

Worth reading
53Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
10584
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much10,584Shares

10,584 common shares

5 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors8,542 shares
5 executive officers of the Company2,042 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.

¥2,860 per share
Total issue value

¥30,270,240

Total Stock-Based Compensation
Total monetary compensation claims of ¥30,270,240. The total annual amount of monetary compensation claims for directors is limited to ¥90 million.
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 18 August 2026 until the date on which a director ceases to be a director of the Company, or until the date on which an executive officer ceases to hold either the position of executive officer or employee of the Company.
Conditions for lifting transfer restrictions
In principle, the recipient must continue to hold the prescribed position until the date of the first ordinary general meeting of shareholders held after the commencement date of the transfer restriction period for directors, or until the end of June of the following year for executive officers. If the recipient ceases to hold office or retires for a valid reason, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will be lifted in part based on the prescribed calculation method.
Reason for acquisition without consideration
If the recipient ceases to hold office or retires without a valid reason before the prescribed period, if the restrictions remain in place when the transfer restriction period expires, or if the restrictions remain in place before the effective date of a corporate reorganization or similar event.
Stock Split RatioA 1-for-3 stock split (effective date: Not disclosed)
Categories and Number of Persons Covered
5 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, 8,542 shares; 5 executive officers of the Company, 2,042 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, transferred as collateral, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
18 August 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 July 2026, ¥2,860. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 44th ordinary general meeting of shareholders held on 29 June 2022, approval was obtained for the introduction of the stock compensation plan, the maximum total amount of compensation and the maximum number of shares, among other matters.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of10,584 common shares
Issue price and disposal price¥2,860 per share
Total issue value¥30,270,240
Payment date18 August 2026
Intended allotteeCategory 5 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 8,542 shares, Category 5 executive officers of the Company / Number of Shares 2,042 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, transferred as collateral, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 July 2026, ¥2,860. No discount or premium.
Transfer restriction periodFrom 18 August 2026 until the date on which a director ceases to be a director of the Company, or until the date on which an executive officer ceases to hold either the position of executive officer or employee of the Company.
Conditions for lifting transfer restrictionsIn principle, the recipient must continue to hold the prescribed position until the date of the first ordinary general meeting of shareholders held after the commencement date of the transfer restriction period for directors, or until the end of June of the following year for executive officers. If the recipient ceases to hold office or retires for a valid reason, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will be lifted in part based on the prescribed calculation method.
Reason for acquisition without considerationIf the recipient ceases to hold office or retires without a valid reason before the prescribed period, if the restrictions remain in place when the transfer restriction period expires, or if the restrictions remain in place before the effective date of a corporate reorganization or similar event.
Categories and Number of Persons Covered5 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors, 8,542 shares; 5 executive officers of the Company, 2,042 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥30,270,240. The total annual amount of monetary compensation claims for directors is limited to ¥90 million.
Stock Split RatioA 1-for-3 stock split (effective date: Not disclosed)
Procedures under the Corporate Code of ConductAt the 44th ordinary general meeting of shareholders held on 29 June 2022, approval was obtained for the introduction of the stock compensation plan, the maximum total amount of compensation and the maximum number of shares, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 provide an incentive for the sustained enhancement of corporate value and promote value sharing with shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | TOWA CORPORATION (6315) timely disclosure | Komori