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Share Issuance and Disposal6384SHOWA SHINKU CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,000 treasury shares to 6 directors as restricted stock compensation. The shares may not be transferred for a specified period, and the restrictions will be lifted subject to certain conditions upon resignation or retirement.

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Direction
Neutral
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Scale
8000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,000Shares

8,000 common shares of the Company (treasury shares)

6 of the Company's directors, excluding outside directors8,000 shares

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

¥1,673 per share
Total issue value

¥13,384,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥13,384,000 (the annual compensation limit is ¥40 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 7 August 2026 until immediately after the eligible director resigns or retires from any position as a director, executive officer, executive corporate officer, audit & supervisory board member, adviser, consultant, employee or other equivalent position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds a prescribed position or other equivalent position at the Company or one of its subsidiaries throughout the service period, the transfer restrictions on all shares will be lifted when the restricted transfer period expires. If the eligible director resigns or retires upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted immediately after resignation or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the eligible director violates any law or regulation during the restricted transfer period, or if any other specified event set out in the allocation agreement occurs, the Company will acquire all of the shares held for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding outside directors), 8,000 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to a third party, pledged or otherwise disposed of in any way. The restricted transfer period runs from 7 August 2026 until immediately after the eligible director resigns or retires from any prescribed position at the Company or one of its subsidiaries.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,673. No discount or premium rate 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 of8,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,673 per share
Total issue value¥13,384,000
Payment date7 August 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 8,000 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to a third party, pledged or otherwise disposed of in any way. The restricted transfer period runs from 7 August 2026 until immediately after the eligible director resigns or retires from any prescribed position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,673. No discount or premium rate is stated.
Transfer restriction periodFrom 7 August 2026 until immediately after the eligible director resigns or retires from any position as a director, executive officer, executive corporate officer, audit & supervisory board member, adviser, consultant, employee or other equivalent position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds a prescribed position or other equivalent position at the Company or one of its subsidiaries throughout the service period, the transfer restrictions on all shares will be lifted when the restricted transfer period expires. If the eligible director resigns or retires upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted immediately after resignation or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the eligible director violates any law or regulation during the restricted transfer period, or if any other specified event set out in the allocation agreement occurs, the Company will acquire all of the shares held for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding outside directors), 8,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥13,384,000 (the annual compensation limit is ¥40 million)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 the eligible directors with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SHOWA SHINKU CO.,LTD. (6384) timely disclosure | Komori