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Share Issuance and Disposal6390KATO WORKS CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 11,196 treasury shares it holds as restricted stock compensation for 4 directors. The eligible recipients will be granted monetary compensation claims totaling ¥14,330,880, which they will contribute in kind.

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Direction
Neutral
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Scale
11196
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,196Shares

11,196 common shares of the Company (treasury shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors11,196 shares

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

¥1,280 per share
Total issue value

¥14,330,880

Amount of funds to be raised
Total payment amount: ¥14,330,880; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥14,330,880
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 30 July 2026 until the date on which the eligible recipient retires as a director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full at the end of the period, provided that the recipient remains a director of the Company continuously from 30 July 2026 until the date of the first annual general meeting of shareholders held thereafter. In the event of retirement for a valid reason, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be lifted in part subject to the prescribed conditions.
Reason for acquisition without consideration
If the recipient retires before the day preceding the date of the first annual general meeting of shareholders held thereafter, the Company will acquire the shares without consideration, unless the Board of Directors recognizes a valid reason. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the restriction period, as well as any shares for which the restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or other similar event.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 11,196 shares
Intended allottee's holding policy
The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period runs from 30 July 2026 until the date on which the eligible recipient retires as a director of the Company.
Payment date
30 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 9 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,280. The discount and premium rates are Not disclosed (the price is equal to the closing price).
Impact on Business Performance
The 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 as restricted stock compensation
Number of shares to be issued or disposed of11,196 common shares of the Company (treasury shares)
Issue price and disposal price¥1,280 per share
Total issue value¥14,330,880
Amount of funds to be raisedTotal payment amount: ¥14,330,880; estimated net proceeds: Not disclosed
Payment date30 July 2026
Intended allotteeName 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 11,196 shares
Intended allottee's holding policyThe shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period runs from 30 July 2026 until the date on which the eligible recipient retires as a director of the Company.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 9 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥1,280. The discount and premium rates are Not disclosed (the price is equal to the closing price).
Transfer restriction periodFrom 30 July 2026 until the date on which the eligible recipient retires as a director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full at the end of the period, provided that the recipient remains a director of the Company continuously from 30 July 2026 until the date of the first annual general meeting of shareholders held thereafter. In the event of retirement for a valid reason, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization or other similar event, the restrictions will also be lifted in part subject to the prescribed conditions.
Reason for acquisition without considerationIf the recipient retires before the day preceding the date of the first annual general meeting of shareholders held thereafter, the Company will acquire the shares without consideration, unless the Board of Directors recognizes a valid reason. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the restriction period, as well as any shares for which the restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or other similar event.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 11,196 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥14,330,880
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
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 underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 enable the eligible directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to share price appreciation and the enhancement of corporate value. The amount of compensation is determined after comprehensively considering each recipient’s level of contribution and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KATO WORKS CO.,LTD. (6390) timely disclosure | Komori