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Share Issuance and Disposal6337TESEC CorporationMachinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,600 common shares of treasury stock as restricted stock compensation for 4 directors. The recipients will make an in-kind contribution of monetary compensation claims totaling ¥22,428,800 and receive the shares at ¥2,608 per share.

Worth reading
44Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
8600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,600Shares

8,600 common shares of the Company (treasury shares)

4 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)8,600 shares

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

¥2,608 per share
Total issue value

¥22,428,800

Amount of funds to be raised
Total payment amount: ¥22,428,800; estimated net proceeds: not stated
Total Stock-Based Compensation
Total monetary compensation claims: ¥22,428,800
発行済株式総数

No increase (disposal of treasury shares)

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 the payment date for the shares allocated under this arrangement until the later of the date on which the recipient ceases to be a director of the Company or the date on which the securities report for the fiscal year including the payment date is filed, or, in certain cases, the date on which the semiannual report is filed
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company continuously from the payment date until the conclusion of the first Annual General Meeting of Shareholders held thereafter, all transfer restrictions will be lifted upon expiry of the transfer restriction period. Conditions for lifting the restrictions in cases of retirement for a justifiable reason, retirement due to death, corporate reorganization and other circumstances are also prescribed.
Reason for acquisition without consideration
If a recipient retires as a director without a justifiable reason before the conclusion of the first Annual General Meeting of Shareholders held after the payment date, or if any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 8,600 shares
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 on the business day immediately preceding the Board of Directors’ resolution, 25 June 2026, was ¥2,608. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The restricted stock compensation plan was approved at the 54th Annual General Meeting of Shareholders held on 29 June 2022.
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 of8,600 common shares of the Company (treasury shares)
Issue price and disposal price¥2,608 per share
Total issue value¥22,428,800
Amount of funds to be raisedTotal payment amount: ¥22,428,800; estimated net proceeds: not stated
Payment date24 July 2026
Intended allotteeName 4 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 8,600 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 (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 on the business day immediately preceding the Board of Directors’ resolution, 25 June 2026, was ¥2,608. No discount or premium rate was stated.
Transfer restriction periodFrom the payment date for the shares allocated under this arrangement until the later of the date on which the recipient ceases to be a director of the Company or the date on which the securities report for the fiscal year including the payment date is filed, or, in certain cases, the date on which the semiannual report is filed
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company continuously from the payment date until the conclusion of the first Annual General Meeting of Shareholders held thereafter, all transfer restrictions will be lifted upon expiry of the transfer restriction period. Conditions for lifting the restrictions in cases of retirement for a justifiable reason, retirement due to death, corporate reorganization and other circumstances are also prescribed.
Reason for acquisition without considerationIf a recipient retires as a director without a justifiable reason before the conclusion of the first Annual General Meeting of Shareholders held after the payment date, or if any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered4 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 8,600 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥22,428,800
Procedures under the Corporate Code of ConductThe restricted stock compensation plan was approved at the 54th Annual General Meeting of Shareholders held on 29 June 2022.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 enhance the directors’ awareness of participating in management, achieve sustained growth in corporate value, and promote the sharing of value with shareholders over the medium to long term. The Company also took into consideration its performance and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | TESEC Corporation (6337) timely disclosure | Komori