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Share Issuance and Disposal6333TEIKOKU CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,500 treasury shares as restricted stock compensation for 3 directors and 1 executive officer under a delegation mandate. As a general rule, the shares may not be transferred until the recipient retires or leaves office or employment, and the transfer restrictions will be lifted if certain conditions are met.

Worth reading
47Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
7500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,500Shares

7,500 shares of the Company’s common stock (treasury shares)

3 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors6,500 shares
1 executive officer under a delegation mandate who does not concurrently serve as a director1,000 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.

¥3,185 per share
Total issue value

¥23,887,500

Amount of funds to be raised
As the shares will be paid for through an in-kind contribution of monetary compensation receivables, the total payment amount is ¥23,887,500 and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥23,887,500. The total monetary compensation receivables for the eligible directors are capped at ¥50,000 thousand per year.
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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 24 July 2026 until the recipient retires or leaves office or employment from any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company Group (provided that, in certain cases, until the end of the period extending beyond 3 months after the end of the fiscal year in which the disposal date falls)
Conditions for lifting transfer restrictions
As a general rule, provided that the recipient continuously holds one of the positions of director, Audit & Supervisory Board member, executive officer or employee of the Company Group during the service period, the transfer restrictions on all shares will be lifted upon expiry of the applicable transfer restriction period. In the event of death, mid-term retirement for a valid reason or similar circumstances, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without consideration
If it is determined that the recipient will retire or leave office or employment from a position as an officer or employee of the Company Group for a reason other than death, expiration of the term of office, reaching the retirement age or another valid reason, if any other event specified in the allotment agreement occurs, or if any shares remain subject to the transfer restrictions.
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 6,500 shares, Category Mandate-based executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 1,000 shares
Intended allottee's holding policy
As a general rule, the recipient may not transfer the shares, create security interests over them or otherwise dispose of them from the disposal date until the recipient retires or leaves office or employment from any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company Group.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,185. 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 of7,500 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥3,185 per share
Total issue value¥23,887,500
Amount of funds to be raisedAs the shares will be paid for through an in-kind contribution of monetary compensation receivables, the total payment amount is ¥23,887,500 and the estimated net proceeds are Not disclosed
Payment date24 July 2026
Intended allotteeName 3 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors / Number of Shares 6,500 shares, Name 1 executive officer under a delegation mandate who does not concurrently serve as a director / Number of Shares 1,000 shares
Intended allottee's holding policyAs a general rule, the recipient may not transfer the shares, create security interests over them or otherwise dispose of them from the disposal date until the recipient retires or leaves office or employment from any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company Group.
Dilution RateNot applicable (disposal of treasury shares only)
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 shares on the Tokyo Stock Exchange Prime Market on 26 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,185. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until the recipient retires or leaves office or employment from any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company Group (provided that, in certain cases, until the end of the period extending beyond 3 months after the end of the fiscal year in which the disposal date falls)
Conditions for lifting transfer restrictionsAs a general rule, provided that the recipient continuously holds one of the positions of director, Audit & Supervisory Board member, executive officer or employee of the Company Group during the service period, the transfer restrictions on all shares will be lifted upon expiry of the applicable transfer restriction period. In the event of death, mid-term retirement for a valid reason or similar circumstances, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without considerationIf it is determined that the recipient will retire or leave office or employment from a position as an officer or employee of the Company Group for a reason other than death, expiration of the term of office, reaching the retirement age or another valid reason, if any other event specified in the allotment agreement occurs, or if any shares remain subject to the transfer restrictions.
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 6,500 shares, Category Mandate-based executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 1,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥23,887,500. The total monetary compensation receivables for the eligible directors are capped at ¥50,000 thousand per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 increase the recipients’ motivation to contribute to the sustained enhancement of corporate value and enable value sharing with shareholders over as long a period as possible. The Company also took into account its performance, the scope of each recipient’s responsibilities and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TEIKOKU CORPORATION (6333) timely disclosure | Komori