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Share Issuance and Disposal6317Kitagawa CorporationMachinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers

The Company resolved to dispose of 11,600 treasury shares as restricted stock to 3 directors and 6 mandate-based executive officers. The shares may not be transferred until the applicable conditions, including continued service, have been met.

Worth reading
36Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
11600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,600Shares

11,600 common shares (treasury shares)

3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors5,500 shares
6 mandate-based executive officers6,100 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.

¥1,687 per share
Total issue value

¥19,569,200

Total Stock-Based Compensation
Total monetary compensation receivables of ¥19,569,200
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 7 August 2026 until the date on which the recipient loses the position of director, mandate-based executive officer or any other position designated by the Board of Directors
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds this position from 7 August 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period. If the recipient loses this position due to death, expiration of the term of office or any other reason deemed legitimate by the Board of Directors, the number of shares released will be calculated by multiplying the number of allocated shares by the number of months from August 2026 through the month including the date of loss of the position, divided by 8, with the resulting ratio capped at 1. In the event of a corporate reorganization or similar event, the prescribed percentage of the shares will also be released.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 5,500 shares, Category Delegated executive officers / Number of Employees 6 / Number of allocated shares 6,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
7 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 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,687. No discount or premium was applied.
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 of11,600 common shares (treasury shares)
Issue price and disposal price¥1,687 per share
Total issue value¥19,569,200
Payment date7 August 2026
Intended allotteeName 3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 5,500 shares, Name 6 mandate-based executive officers / Number of Shares 6,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral 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 on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,687. No discount or premium was applied.
Transfer restriction periodFrom 7 August 2026 until the date on which the recipient loses the position of director, mandate-based executive officer or any other position designated by the Board of Directors
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds this position from 7 August 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period. If the recipient loses this position due to death, expiration of the term of office or any other reason deemed legitimate by the Board of Directors, the number of shares released will be calculated by multiplying the number of allocated shares by the number of months from August 2026 through the month including the date of loss of the position, divided by 8, with the resulting ratio capped at 1. In the event of a corporate reorganization or similar event, the prescribed percentage of the shares will also be released.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 5,500 shares, Category Delegated executive officers / Number of Employees 6 / Number of allocated shares 6,100 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥19,569,200
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 sustainable enhancement of corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders. The Company considered the purpose of this plan, its performance, the scope of responsibilities of each recipient and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | Kitagawa Corporation (6317) timely disclosure | Komori