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Share Issuance and Disposal6363Torishima Pump Mfg.Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 26,005 treasury shares as restricted stock compensation for directors and executive officers. The transfer restrictions will apply for 30 years to directors and 3 years to executive officers.

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26005
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much26,005Shares

26,005 shares of the Company's common stock (treasury shares)

5 directors, excluding directors who are Audit & Supervisory Committee members (including 1 who also serves as an executive officer)10,494 shares
4 directors who are Audit & Supervisory Committee members1,754 shares
13 executive officers (including 1 who also serves as a director)13,757 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.

¥2,914 per share
Total issue value

¥75,778,570

Amount of funds to be raised
Total payment amount: ¥75,778,570; estimated net proceeds: Not disclosed (no cash will be raised by the Company because the shares will be paid for through an in-kind contribution)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥75,778,570
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
Directors, excluding directors who are Audit & Supervisory Committee members, and directors who are Audit & Supervisory Committee members: 22 July 2026 to 21 July 2056 (30 years). Executive officers: 22 July 2026 to 21 July 2029 (3 years).
Conditions for lifting transfer restrictions
For directors, all transfer restrictions will be lifted upon expiration of the period, provided that the director remains in the position of director throughout the transfer restriction period. For executive officers, all transfer restrictions will be lifted upon expiration of the period, provided that the executive officer remains in the position of executive officer throughout the transfer restriction period. In the event of retirement or resignation for a legitimate reason, such as expiration of the term of office, the restrictions will be lifted on the number of shares determined according to the period of service for directors and on all shares held by executive officers. In the event of a corporate reorganization, the restrictions will be lifted according to the prescribed number of months.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or the transfer restrictions are lifted.
Categories and Number of Persons Covered
5 directors, excluding directors who are Audit & Supervisory Committee members, and 10,494 shares; 4 directors who are Audit & Supervisory Committee members, and 1,754 shares; 13 executive officers, and 13,757 shares. Total eligible recipients: 22.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts.
Payment date
22 July 2026
Basis for determining the amount to be paid
The amount was determined based on the closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. The body of the document states that the relevant closing price was ¥75,778,570. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 28 June 2018, approval was obtained for the payment of monetary compensation receivables related to restricted stock compensation and for the transfer restriction period. At the Annual General Meeting of Shareholders held on 28 June 2023, approval was obtained to increase the annual ceiling for monetary compensation receivables for directors from ¥30 million or less to ¥50 million or less.
Impact on Business Performance
No impact on results 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 of26,005 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,914 per share
Total issue value¥75,778,570
Amount of funds to be raisedTotal payment amount: ¥75,778,570; estimated net proceeds: Not disclosed (no cash will be raised by the Company because the shares will be paid for through an in-kind contribution)
Payment date22 July 2026
Intended allotteeName 5 directors, excluding directors who are Audit & Supervisory Committee members (including 1 who also serves as an executive officer) / Number of Shares 10,494 shares, Name 4 directors who are Audit & Supervisory Committee members / Number of Shares 1,754 shares, Name 13 executive officers (including 1 who also serves as a director) / Number of Shares 13,757 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts.
Basis for determining the amount to be paidThe amount was determined based on the closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. The body of the document states that the relevant closing price was ¥75,778,570. No discount or premium is stated.
Transfer restriction periodDirectors, excluding directors who are Audit & Supervisory Committee members, and directors who are Audit & Supervisory Committee members: 22 July 2026 to 21 July 2056 (30 years). Executive officers: 22 July 2026 to 21 July 2029 (3 years).
Conditions for lifting transfer restrictionsFor directors, all transfer restrictions will be lifted upon expiration of the period, provided that the director remains in the position of director throughout the transfer restriction period. For executive officers, all transfer restrictions will be lifted upon expiration of the period, provided that the executive officer remains in the position of executive officer throughout the transfer restriction period. In the event of retirement or resignation for a legitimate reason, such as expiration of the term of office, the restrictions will be lifted on the number of shares determined according to the period of service for directors and on all shares held by executive officers. In the event of a corporate reorganization, the restrictions will be lifted according to the prescribed number of months.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or the transfer restrictions are lifted.
Categories and Number of Persons Covered5 directors, excluding directors who are Audit & Supervisory Committee members, and 10,494 shares; 4 directors who are Audit & Supervisory Committee members, and 1,754 shares; 13 executive officers, and 13,757 shares. Total eligible recipients: 22.
Total Stock-Based CompensationTotal monetary compensation receivables: ¥75,778,570
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 28 June 2018, approval was obtained for the payment of monetary compensation receivables related to restricted stock compensation and for the transfer restriction period. At the Annual General Meeting of Shareholders held on 28 June 2023, approval was obtained to increase the annual ceiling for monetary compensation receivables for directors from ¥30 million or less to ¥50 million or less.
Impact on Business PerformanceNo impact on results is stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

The purpose is to provide medium- to long-term incentives, share value with shareholders, and attract and appoint talented individuals as officers and employees. The Company also stated that it took into consideration its performance, the scope of responsibilities of each eligible director and other factors, as appropriate.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Torishima Pump Mfg.Co.,Ltd. (6363) timely disclosure | Komori