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Share Issuance and Disposal6371TSUBAKIMOTO CHAIN CO.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 36,189 treasury shares at ¥2,604 per share as restricted stock compensation for 3 directors and 18 executive officers. The shares will be subject to a 30-year transfer restriction.

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94236156
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much36,189Shares

36,189 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)12,533 shares
18 executive officers of the Company (excluding non-residents)23,656 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.

¥2,604 per share
Total issue value

¥94,236,156

Amount of funds to be raised
Total payment amount: ¥94,236,156; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from eligible officers)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥94,236,156
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
30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictions
Provided that the eligible officer continuously holds a position as a director of the Company, or as an executive officer who does not concurrently serve as a director or another equivalent position, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the officer leaves office upon expiration of the term of office, reaching retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after departure.
Reason for acquisition without consideration
The Company will acquire without consideration any of the shares allotted under this arrangement that remain subject to transfer restrictions upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Stock Split RatioA 1-for-3 share split, effective 1 October 2024
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 12,533 shares, Category Executive Officers of the Company (excluding non-residents) / Number of Employees 18 / Number of allocated shares 23,656 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. The transfer restriction period is from 24 July 2026 to 23 July 2056.
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 Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,604. No discount or premium was applied.
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 of36,189 common shares of the Company (treasury shares)
Issue price and disposal price¥2,604 per share
Total issue value¥94,236,156
Amount of funds to be raisedTotal payment amount: ¥94,236,156; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from eligible officers)
Payment date24 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 12,533 shares, Name 18 executive officers of the Company (excluding non-residents) / Number of Shares 23,656 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. The transfer restriction period is from 24 July 2026 to 23 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,604. No discount or premium was applied.
Transfer restriction period30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictionsProvided that the eligible officer continuously holds a position as a director of the Company, or as an executive officer who does not concurrently serve as a director or another equivalent position, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the officer leaves office upon expiration of the term of office, reaching retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after departure.
Reason for acquisition without considerationThe Company will acquire without consideration any of the shares allotted under this arrangement that remain subject to transfer restrictions upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 12,533 shares, Category Executive Officers of the Company (excluding non-residents) / Number of Employees 18 / Number of allocated shares 23,656 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥94,236,156
Stock Split RatioA 1-for-3 share split, effective 1 October 2024
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 an incentive for sustained improvement in corporate value and promote value sharing with shareholders. The Company also considered its business conditions, the scope of responsibilities of each eligible officer and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TSUBAKIMOTO CHAIN CO. (6371) timely disclosure | Komori