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Share Issuance and Disposal6365DMW CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company has resolved to dispose of up to 6,053 treasury shares as a transfer-restricted stock incentive through the employee stock ownership associations of the Company and its subsidiaries. The actual number of shares and total disposal proceeds will be determined at a later date based on factors including the number of employees joining the associations.

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Direction
Neutral
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Scale
6053
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)

Who receives how much6,053Shares

6,053 common shares of the Company (maximum; the actual number of shares will be determined at a later date)

電業社従業員持株会 (6,053 shares, maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

¥5,480 per share
Total issue value

¥33,170,440 (maximum)

Amount of funds to be raised
Total amount to be paid: ¥33,170,440 (maximum); estimated net proceeds: Not disclosed
発行済株式総数

0.13% of total issued shares and 0.14% of total voting rights (based on the maximum amount)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 2 October 2026 until the date on which the holder retires from any position as an employee of the Company or its subsidiaries that confers eligibility for membership in the employee stock ownership association
Conditions for lifting transfer restrictions
The holder must remain a member of the employee stock ownership association continuously from 2 October 2026 through 31 March 2027. In the event of withdrawal due to a transfer to another entity, the transfer restrictions will be lifted on the date the withdrawal application is accepted. In the event of retirement due to a corporate reorganization or similar transaction, the transfer restrictions will be lifted immediately before the business day preceding the effective date of the corporate reorganization or similar transaction, subject to prescribed conditions.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted when the transfer restriction period expires; shares for which the transfer restrictions are not lifted when the restrictions are otherwise lifted; and shares for which the transfer restrictions are not lifted in connection with a corporate reorganization or similar transaction.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. After the transfer restrictions are lifted, the shares will be transferred to the eligible employees' ordinary shareholdings.
Payment date
2 October 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥5,480. This represented a 3.69% deviation from the one-month average of ¥5,690, a 7.12% deviation from the three-month average of ¥5,900, and a 2.37% deviation from the six-month average of ¥5,613.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intent are not required. The Audit and Supervisory Committee expressed the opinion that the process by which it determined that the disposal price did not constitute a particularly favorable payment amount was reasonable and lawful.
Impact on Business Performance
The specific impact of this disposal of treasury shares on financial results is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)
Number of shares to be issued or disposed of6,053 common shares of the Company (maximum; the actual number of shares will be determined at a later date)
Issue price and disposal price¥5,480 per share
Total issue value¥33,170,440 (maximum)
Amount of funds to be raisedTotal amount to be paid: ¥33,170,440 (maximum); estimated net proceeds: Not disclosed
Payment date2 October 2026
Intended allottee電業社従業員持株会 (6,053 shares, maximum)
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. After the transfer restrictions are lifted, the shares will be transferred to the eligible employees' ordinary shareholdings.
Dilution Rate0.13% of total issued shares and 0.14% of total voting rights (based on the maximum amount)
Total number of issued shares4,776,900 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥5,480. This represented a 3.69% deviation from the one-month average of ¥5,690, a 7.12% deviation from the three-month average of ¥5,900, and a 2.37% deviation from the six-month average of ¥5,613.
Transfer restriction periodFrom 2 October 2026 until the date on which the holder retires from any position as an employee of the Company or its subsidiaries that confers eligibility for membership in the employee stock ownership association
Conditions for lifting transfer restrictionsThe holder must remain a member of the employee stock ownership association continuously from 2 October 2026 through 31 March 2027. In the event of withdrawal due to a transfer to another entity, the transfer restrictions will be lifted on the date the withdrawal application is accepted. In the event of retirement due to a corporate reorganization or similar transaction, the transfer restrictions will be lifted immediately before the business day preceding the effective date of the corporate reorganization or similar transaction, subject to prescribed conditions.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted when the transfer restriction period expires; shares for which the transfer restrictions are not lifted when the restrictions are otherwise lifted; and shares for which the transfer restrictions are not lifted in connection with a corporate reorganization or similar transaction.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intent are not required. The Audit and Supervisory Committee expressed the opinion that the process by which it determined that the disposal price did not constitute a particularly favorable payment amount was reasonable and lawful.
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / 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.

To help eligible employees build personal assets, provide them with an incentive to achieve sustained growth in the Company's corporate value, and promote the sharing of value between eligible employees and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | DMW CORPORATION (6365) timely disclosure | Komori