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Share Issuance and Disposal6327KITAGAWA SEIKI CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

北川精機 resolved to dispose of 5,900 treasury shares as restricted stock compensation for 2 directors. The disposal price is ¥3,260 per share, and the disposal date is 28 October 2026.

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39Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
5900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,900Shares

5,900 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 5,900 shares

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

¥3,260 per share
Total issue value

¥19,234,000

Amount of funds to be raised
No funds raised (in-kind contribution of monetary claims totaling ¥19,234,000 against the eligible directors)
Total Stock-Based Compensation
Monetary claims totaling ¥19,234,000. The annual compensation limit is ¥50 million, and the annual share limit is 125,000 shares.
発行済株式総数

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

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 28 October 2026 through the point immediately following retirement from the Company as a director
Conditions for lifting transfer restrictions
Subject to continuous service as a director of the Company throughout the service provision period, all restrictions will be lifted upon expiry of the transfer restriction period. If the director retires upon expiry of the term of office or for another legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the director violates any law or regulation during the transfer restriction period or becomes subject to any other specified event under the restricted stock allocation agreement, the Company will acquire all shares held without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 5,900 shares
Intended allottee's holding policy
Transfer restrictions apply from 28 October 2026 through the point immediately following the director’s retirement from the Company. Transfers to third parties, the creation of security interests and all other dispositions are prohibited.
Payment date
28 October 2026
Basis for determining the amount to be paid
The closing price of ¥3,260 for the Company’s common shares on the Tokyo Stock Exchange Standard Market on 28 September 2026, the business day preceding the date of the Board of Directors’ resolution. No discount or premium rate was specified.
Procedures under the Corporate Code of Conduct
The views of the Audit and Supervisory Committee were reflected.
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 of5,900 treasury shares
Issue price and disposal price¥3,260 per share
Total issue value¥19,234,000
Amount of funds to be raisedNo funds raised (in-kind contribution of monetary claims totaling ¥19,234,000 against the eligible directors)
Payment date28 October 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 5,900 shares
Intended allottee's holding policyTransfer restrictions apply from 28 October 2026 through the point immediately following the director’s retirement from the Company. Transfers to third parties, the creation of security interests and all other dispositions are prohibited.
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 ¥3,260 for the Company’s common shares on the Tokyo Stock Exchange Standard Market on 28 September 2026, the business day preceding the date of the Board of Directors’ resolution. No discount or premium rate was specified.
Transfer restriction periodFrom 28 October 2026 through the point immediately following retirement from the Company as a director
Conditions for lifting transfer restrictionsSubject to continuous service as a director of the Company throughout the service provision period, all restrictions will be lifted upon expiry of the transfer restriction period. If the director retires upon expiry of the term of office or for another legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the director violates any law or regulation during the transfer restriction period or becomes subject to any other specified event under the restricted stock allocation agreement, the Company will acquire all shares held without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 5,900 shares
Total Stock-Based CompensationMonetary claims totaling ¥19,234,000. The annual compensation limit is ¥50 million, and the annual share limit is 125,000 shares.
Procedures under the Corporate Code of ConductThe views of the Audit and Supervisory Committee were reflected.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide the eligible directors with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The purpose is also to further increase each eligible director’s motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KITAGAWA SEIKI CO.,LTD. (6327) timely disclosure | Komori