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Share Issuance and Disposal6339Sintokogio,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 45,666 treasury shares at ¥1,204 per share to 5 directors and 14 executive officers as restricted stock compensation. The total disposal amount is ¥54,981,864, and the shares will be subject to transfer restrictions for a specified period.

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45666
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much45,666Shares

45,666 common shares of the Company (treasury shares)

5 directors of the Company, excluding outside directors19,266 shares
14 executive officers of the Company (excluding part-time executive officers)26,400 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.

¥1,204 per share
Total issue value

¥54,981,864

Amount of funds to be raised
Total amount payable: ¥54,981,864; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥54,981,864. For eligible directors, compensation is capped at ¥80 million per year, with issuances or disposals capped at 110,000 shares per year.
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 5 August 2026 until the later of immediately after the recipient retires or resigns from the prescribed position, or 1 July 2027.
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the following positions during the service period, from the date on which duties commence until immediately before the conclusion of the first annual general meeting of shareholders thereafter: director of the Company, executive officer who does not concurrently serve as a director, senior adviser, or audit & supervisory board member. In the event of retirement or resignation due to expiration of the term of office or another legitimate reason, part or all of the restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act violating laws or regulations or falls under any other specified event set forth in the allocation agreement, the Company will acquire all shares held by the recipient without consideration. The Company will also acquire without consideration any shares whose transfer restrictions remain in place at the expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 19,266 shares, Category Executive officers of the Company (excluding part-time executive officers) / Number of Employees 14 / Number of allocated shares 26,400 shares
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
5 August 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 6 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,204. No discount or premium 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 of45,666 common shares of the Company (treasury shares)
Issue price and disposal price¥1,204 per share
Total issue value¥54,981,864
Amount of funds to be raisedTotal amount payable: ¥54,981,864; estimated net proceeds: Not disclosed
Payment date5 August 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 19,266 shares, Name 14 executive officers of the Company (excluding part-time executive officers) / Number of Shares 26,400 shares
Intended allottee's holding policyDuring the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 6 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,204. No discount or premium is stated.
Transfer restriction periodFrom 5 August 2026 until the later of immediately after the recipient retires or resigns from the prescribed position, or 1 July 2027.
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the following positions during the service period, from the date on which duties commence until immediately before the conclusion of the first annual general meeting of shareholders thereafter: director of the Company, executive officer who does not concurrently serve as a director, senior adviser, or audit & supervisory board member. In the event of retirement or resignation due to expiration of the term of office or another legitimate reason, part or all of the restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act violating laws or regulations or falls under any other specified event set forth in the allocation agreement, the Company will acquire all shares held by the recipient without consideration. The Company will also acquire without consideration any shares whose transfer restrictions remain in place at the expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 19,266 shares, Category Executive officers of the Company (excluding part-time executive officers) / Number of Employees 14 / Number of allocated shares 26,400 shares
Total Stock-Based CompensationTotal monetary claims: ¥54,981,864. For eligible directors, compensation is capped at ¥80 million per year, with issuances or disposals capped at 110,000 shares per year.
Items this document does not state (14)
Estimated 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.

The purpose is to further motivate the eligible directors and other recipients, achieve sustained growth in the Company's corporate value, and share value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sintokogio,Ltd. (6339) timely disclosure | Komori