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Share Issuance and Disposal6358SAKAI HEAVY INDUSTRIES,LTD.Machinery

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 44,800 common shares as restricted stock to a total of 15 directors, directors who are Audit & Supervisory Committee Members, and executive officers. The issue price is ¥2,066 per share, and payment will be made through an in-kind contribution of monetary remuneration claims.

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Neutral
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Scale
44800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much44,800Shares

44,800 common shares of the Company

2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members16,000 shares
3 of the Company's directors who are Audit & Supervisory Committee members2,800 shares
10 executive officers of the Company26,000 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.

¥2,066 per share
Total issue value

¥92,556,800

Amount of funds to be raised
Total payment amount: ¥92,556,800. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of monetary remuneration claims: ¥33,056,000 for directors of the Company, excluding directors who are Audit & Supervisory Committee Members; ¥5,784,800 for directors who are Audit & Supervisory Committee Members; and ¥53,716,000 for executive officers. Total: ¥92,556,800.
発行済株式総数

Increase of 44,800 shares (the number of issued shares before and after the issuance: Not disclosed)

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 22 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the shares held at the end of the restriction period will be lifted, provided that the recipient remains a director or executive officer of the Company continuously through the date of the first annual general meeting of shareholders held after 22 July 2026. If the recipient leaves office for a legitimate reason, the restrictions will be lifted in part based on the number of months in office.
Reason for acquisition without consideration
If the recipient leaves office by the day before the date of the first annual general meeting of shareholders held after the start of the restriction period, except where the Board of Directors recognizes a legitimate reason. Also, if any shares remain subject to transfer restrictions at the end of the restriction period. In the event of a corporate reorganization or similar transaction, if any shares remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members: 16,000 shares; 3 directors of the Company who are Audit & Supervisory Committee Members: 2,800 shares; 10 executive officers of the Company: 26,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, subjected to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any way. The shares will be held and maintained in accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
22 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, ¥2,066. No discount or premium.
Impact on Business Performance
Impact on business performance from this issuance of new shares Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of44,800 common shares of the Company
Issue price and disposal price¥2,066 per share
Total issue value¥92,556,800
Amount of funds to be raisedTotal payment amount: ¥92,556,800. Estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeName 2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members / Number of Shares 16,000 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 2,800 shares, Name 10 executive officers of the Company / Number of Shares 26,000 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, subjected to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any way. The shares will be held and maintained in accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Total number of issued sharesIncrease of 44,800 shares (the number of issued shares before and after the issuance: Not disclosed)
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, ¥2,066. No discount or premium.
Transfer restriction periodFrom 22 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the shares held at the end of the restriction period will be lifted, provided that the recipient remains a director or executive officer of the Company continuously through the date of the first annual general meeting of shareholders held after 22 July 2026. If the recipient leaves office for a legitimate reason, the restrictions will be lifted in part based on the number of months in office.
Reason for acquisition without considerationIf the recipient leaves office by the day before the date of the first annual general meeting of shareholders held after the start of the restriction period, except where the Board of Directors recognizes a legitimate reason. Also, if any shares remain subject to transfer restrictions at the end of the restriction period. In the event of a corporate reorganization or similar transaction, if any shares remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit & Supervisory Committee Members: 16,000 shares; 3 directors of the Company who are Audit & Supervisory Committee Members: 2,800 shares; 10 executive officers of the Company: 26,000 shares
Total Stock-Based CompensationAmount of monetary remuneration claims: ¥33,056,000 for directors of the Company, excluding directors who are Audit & Supervisory Committee Members; ¥5,784,800 for directors who are Audit & Supervisory Committee Members; and ¥53,716,000 for executive officers. Total: ¥92,556,800.
Impact on Business PerformanceImpact on business performance from this issuance of new shares Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 directors and executive officers with an incentive to sustainably enhance corporate value from a medium- to long-term perspective, while promoting greater value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | SAKAI HEAVY INDUSTRIES,LTD. (6358) timely disclosure | Komori