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Share Issuance and Disposal6342Taihei Machinery Works,LimitedMachinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Senior Executive Officers of the Company and Directors of the Company's Subsidiaries

The Company has resolved to dispose of 10,190 treasury shares as restricted stock compensation for its directors and senior executive officers and directors of a subsidiary. The disposal price is ¥2,663 per share, for a total of ¥27,135,970.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,190Shares

10,190 shares of the Company's common stock (treasury shares)

5 directors (excluding directors serving as Audit & Supervisory Committee members)7,088 shares
3 directors serving as Audit & Supervisory Committee members1,683 shares
1 senior executive officer368 shares
1 director of a subsidiary of the Company1,051 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.

¥2,663 per share
Total issue value

¥27,135,970

Amount of funds to be raised
As payment is made through an in-kind contribution of monetary compensation receivables, the Company will receive no cash. The total value of the property contributed in kind is ¥27,135,970; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥27,135,970 (directors: ¥18,875,344; Audit & Supervisory Committee members: ¥4,481,829; senior executive officer: ¥979,984; director of a subsidiary: ¥2,798,813)
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 date on which the recipient ceases to be a director of the Company, or, in certain cases, until the date of submission of the semiannual securities report for FY2026
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed justified by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors, 7,088 shares; 3 directors serving as Audit & Supervisory Committee members, 1,683 shares; 1 senior executive officer, 368 shares; 1 director of a subsidiary, 1,051 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restrictions will be lifted subject to the recipient remaining in the relevant position for the prescribed period, among other conditions.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of ¥2,663 on the Tokyo Stock Exchange on 24 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 of10,190 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,663 per share
Total issue value¥27,135,970
Amount of funds to be raisedAs payment is made through an in-kind contribution of monetary compensation receivables, the Company will receive no cash. The total value of the property contributed in kind is ¥27,135,970; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 5 directors (excluding directors serving as Audit & Supervisory Committee members) / Number of Shares 7,088 shares, Category 3 directors serving as Audit & Supervisory Committee members / Number of Shares 1,683 shares, Category 1 senior executive officer / Number of Shares 368 shares, Category 1 director of a subsidiary of the Company / Number of Shares 1,051 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restrictions will be lifted subject to the recipient remaining in the relevant position for the prescribed period, among other conditions.
Basis for determining the amount to be paidThe closing price of ¥2,663 on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to be a director of the Company, or, in certain cases, until the date of submission of the semiannual securities report for FY2026
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed justified by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors, 7,088 shares; 3 directors serving as Audit & Supervisory Committee members, 1,683 shares; 1 senior executive officer, 368 shares; 1 director of a subsidiary, 1,051 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥27,135,970 (directors: ¥18,875,344; Audit & Supervisory Committee members: ¥4,481,829; senior executive officer: ¥979,984; director of a subsidiary: ¥2,798,813)
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.

To provide incentives for the sustained enhancement of corporate value, sharing value with shareholders, preventing damage to corporate value, and maintaining trust.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Senior Executive Officers of the Company and Directors of the Company's Subsidiaries | Taihei Machinery Works,Limited (6342) timely disclosure | Komori