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Share Issuance and Disposal6365DMW CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 1,461 treasury shares it holds to 4 directors as restricted stock compensation. The directors will contribute monetary compensation claims of ¥7,933,230 in kind, and the shares will generally be non-transferable until immediately after they cease to hold their positions.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,461Shares

1,461 shares of the Company's common stock (treasury shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors1,461 shares

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

¥5,430 per share
Amount of funds to be raised

Total payment amount: ¥7,933,230 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation claims: ¥7,933,230 (the annual limit for share-based compensation is ¥20 million)
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 immediately after the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
Subject to the eligible director having continuously held the position of director of the Company throughout the service provision period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiry of the transfer restriction period. If the eligible director ceases to hold the position upon expiry of the term of office or for another legitimate reason, the transfer restrictions will be released immediately after the eligible director ceases to hold the position for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the eligible director commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the share allocation agreement, the Company will acquire all of the shares allotted under this arrangement without consideration at that time. The Company will also acquire without consideration any shares allotted under this arrangement for which the transfer restrictions are not released at the expiry of the transfer restriction period or when the transfer restrictions are released.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), totaling 1,461 shares
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,430. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The disposal was decided following a resolution by the Compensation Committee
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 of1,461 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,430 per share
Amount of funds to be raisedTotal payment amount: ¥7,933,230 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeName 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 1,461 shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,430. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 until immediately after the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsSubject to the eligible director having continuously held the position of director of the Company throughout the service provision period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiry of the transfer restriction period. If the eligible director ceases to hold the position upon expiry of the term of office or for another legitimate reason, the transfer restrictions will be released immediately after the eligible director ceases to hold the position for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the eligible director commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set forth in the share allocation agreement, the Company will acquire all of the shares allotted under this arrangement without consideration at that time. The Company will also acquire without consideration any shares allotted under this arrangement for which the transfer restrictions are not released at the expiry of the transfer restriction period or when the transfer restrictions are released.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), totaling 1,461 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥7,933,230 (the annual limit for share-based compensation is ¥20 million)
Procedures under the Corporate Code of ConductThe disposal was decided following a resolution by the Compensation Committee
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 the eligible directors with an incentive to achieve sustained growth in the Company's corporate value and promote value sharing with shareholders. The purpose is also to further enhance the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DMW CORPORATION (6365) timely disclosure | Komori