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Share Issuance and Disposal6351TSURUMI MANUFACTURING CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 72,600 treasury shares as restricted stock to 6 directors and 18 executive officers and other employees. The disposal price is ¥2,215 per share, and the payment date is 24 July 2026.

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160809000
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much72,600Shares

72,600 common shares of the Company (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors41,500 shares
18 executive officers and other employees of the Company, excluding directors concurrently serving as employees31,100 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.

¥2,215 per share
Total issue value

¥160,809,000

Amount of funds to be raised
Total payment amount: ¥160,809,000; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥160,809,000. For directors, the compensation framework provides for monetary compensation claims of up to ¥100 million per year.
発行済株式総数

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

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 hold any position, including as a director, audit & supervisory board member or executive officer of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the positions, including as a director, audit & supervisory board member or executive officer of the Company or any of its subsidiaries, throughout the service provision period. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without consideration
If the recipient ceases to hold the relevant position during the service provision period, the Company will acquire all of the shares allocated to that recipient without consideration. Other grounds for acquisition without consideration will be determined based on a resolution of the Board of Directors.
Stock Split Ratio2-for-1 stock split, effective 1 October 2025
Categories and Number of Persons Covered
Category The Company's directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) / Number of Employees 6 / Number of allocated shares 41,500 shares, Category Executive officers and other employees of the Company / Number of Employees 18 / Number of allocated shares 31,100 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Subject to the recipient continuously holding a designated position throughout the service provision period, all restrictions on transfer will be lifted upon expiration of the restricted period.
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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,215. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
Approval for the payment of monetary compensation claims and the number of shares and other matters was obtained at the 72nd Annual General Meeting of Shareholders held on 27 June 2023 and the 74th Annual General Meeting of Shareholders held on 27 June 2025, in accordance with the Corporate Conduct Code.
Impact on Business Performance
No impact on performance from this disposal of treasury shares was stated
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of72,600 common shares of the Company (treasury shares)
Issue price and disposal price¥2,215 per share
Total issue value¥160,809,000
Amount of funds to be raisedTotal payment amount: ¥160,809,000; estimated net proceeds Not disclosed
Payment date24 July 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 41,500 shares, Name 18 executive officers and other employees of the Company, excluding directors concurrently serving as employees / Number of Shares 31,100 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Subject to the recipient continuously holding a designated position throughout the service provision period, all restrictions on transfer will be lifted upon expiration of the restricted period.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,215. No discount or premium rate was disclosed.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold any position, including as a director, audit & supervisory board member or executive officer of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the positions, including as a director, audit & supervisory board member or executive officer of the Company or any of its subsidiaries, throughout the service provision period. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the corporate reorganization or similar transaction.
Reason for acquisition without considerationIf the recipient ceases to hold the relevant position during the service provision period, the Company will acquire all of the shares allocated to that recipient without consideration. Other grounds for acquisition without consideration will be determined based on a resolution of the Board of Directors.
Categories and Number of Persons CoveredCategory The Company's directors (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) / Number of Employees 6 / Number of allocated shares 41,500 shares, Category Executive officers and other employees of the Company / Number of Employees 18 / Number of allocated shares 31,100 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥160,809,000. For directors, the compensation framework provides for monetary compensation claims of up to ¥100 million per year.
Stock Split Ratio2-for-1 stock split, effective 1 October 2025
Procedures under the Corporate Code of ConductApproval for the payment of monetary compensation claims and the number of shares and other matters was obtained at the 72nd Annual General Meeting of Shareholders held on 27 June 2023 and the 74th Annual General Meeting of Shareholders held on 27 June 2025, in accordance with the Corporate Conduct Code.
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

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 sustainable enhancement of corporate value and promote value sharing with shareholders. The Company also considered the purpose of the plan, its business performance, the scope of responsibilities of each recipient and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | TSURUMI MANUFACTURING CO.,LTD. (6351) timely disclosure | Komori