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Share Issuance and Disposal6332TSUKISHIMA HOLDINGS CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 43,433 treasury shares as restricted stock compensation to 30 directors, executive officers and subsidiary directors. The shares generally may not be transferred for 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much43,433Shares

43,433 shares of the Company's common stock (treasury shares)

2 directors of the Company (excluding outside directors)9,726 shares
5 executive officers of the Company2,237 shares
23 directors of certain subsidiaries of the Company31,470 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.

¥2,634 per share
Total issue value

¥114,402,522

Amount of funds to be raised
Total payment amount: ¥114,402,522; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
¥114,402,522 in monetary compensation receivables (for eligible directors, within the annual compensation limit of ¥80 million)
発行済株式総数

No increase

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
Subject to having continuously held the position of director or executive officer of the Company, or director of a subsidiary of the Company, throughout the restriction period, the transfer restrictions on all shares will be lifted upon expiration of the period. If an eligible recipient leaves office or retires due to expiration of the term of office, reaching the mandatory retirement age or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the months of service. The restrictions will also be lifted under certain conditions in the event of a corporate reorganization.
Reason for acquisition without consideration
Upon expiration of the restriction period or removal of the transfer restrictions, the Company will acquire without consideration all of the shares subject to this allocation for which the transfer restrictions have not been lifted. The same applies in the event of a corporate reorganization.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of allocated shares 9,726 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 2,237 shares, Category Certain directors of subsidiaries of the Company / Number of Employees 23 / Number of allocated shares 31,470 shares
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of ¥2,634 on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
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 of43,433 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,634 per share
Total issue value¥114,402,522
Amount of funds to be raisedTotal payment amount: ¥114,402,522; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 9,726 shares, Name 5 executive officers of the Company / Number of Shares 2,237 shares, Name 23 directors of certain subsidiaries of the Company / Number of Shares 31,470 shares
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase
Basis for determining the amount to be paidThe closing price of ¥2,634 on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsSubject to having continuously held the position of director or executive officer of the Company, or director of a subsidiary of the Company, throughout the restriction period, the transfer restrictions on all shares will be lifted upon expiration of the period. If an eligible recipient leaves office or retires due to expiration of the term of office, reaching the mandatory retirement age or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the months of service. The restrictions will also be lifted under certain conditions in the event of a corporate reorganization.
Reason for acquisition without considerationUpon expiration of the restriction period or removal of the transfer restrictions, the Company will acquire without consideration all of the shares subject to this allocation for which the transfer restrictions have not been lifted. The same applies in the event of a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of allocated shares 9,726 shares, Category The Company's executive officers / Number of Employees 5 / Number of allocated shares 2,237 shares, Category Certain directors of subsidiaries of the Company / Number of Employees 23 / Number of allocated shares 31,470 shares
Total Stock-Based Compensation¥114,402,522 in monetary compensation receivables (for eligible directors, within the annual compensation limit of ¥80 million)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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.

The purpose is to provide a medium- to long-term incentive, share value with shareholders, secure talented personnel as officers and employees, and further enhance the motivation of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TSUKISHIMA HOLDINGS CO.,LTD. (6332) timely disclosure | Komori