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Share Issuance and Disposal6395TADANO LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 158,803 treasury shares as restricted stock compensation for 2 directors and 13 executive officers. The recipients will be granted monetary compensation receivables totaling ¥225,500,260 and will contribute them in kind at ¥1,420 per share.

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158803
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much158,803Shares

158,803 shares of the Company's common stock (treasury shares)

2 directors (excluding outside directors)97,955 shares
13 executive officers60,848 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.

¥1,420 per share
Total issue value

¥225,500,260

Total Stock-Based Compensation
Total monetary compensation receivables of ¥225,500,260. The total annual amount of monetary compensation to be paid for the grant of restricted stock is limited to ¥250 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 14 May 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company
Conditions for lifting transfer restrictions
Directors must continuously hold the position of director or executive officer of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the following year's annual general meeting of shareholders, while executive officers must continuously hold that position from 1 January immediately preceding the payment date through 31 December of the same year. If a recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, restrictions will be lifted on a number of shares determined according to the recipient's period of service.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
2 directors (excluding outside directors), 97,955 shares; 13 executive officers, 60,848 shares
Intended allottee's holding policy
From 14 May 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company, the recipient may not transfer, create a security interest over or otherwise dispose of the shares.
Payment date
14 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 15 April 2026, ¥1,420. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 77th Annual General Meeting of Shareholders held on 27 March 2025, approval was obtained for an annual amount of up to ¥250 million, separate from the monetary compensation limit, and an annual limit of up to 900,000 shares to be delivered.
Impact on Business Performance
No impact on the Company's performance from this disposal of treasury shares was 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 of158,803 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,420 per share
Total issue value¥225,500,260
Payment date14 May 2026
Intended allotteeCategory 2 directors (excluding outside directors) / Number of Shares 97,955 shares, Category 13 executive officers / Number of Shares 60,848 shares
Intended allottee's holding policyFrom 14 May 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company, the recipient may not transfer, create a security interest over or otherwise dispose of the shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 15 April 2026, ¥1,420. No discount or premium.
Transfer restriction periodFrom 14 May 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company
Conditions for lifting transfer restrictionsDirectors must continuously hold the position of director or executive officer of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the following year's annual general meeting of shareholders, while executive officers must continuously hold that position from 1 January immediately preceding the payment date through 31 December of the same year. If a recipient ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, restrictions will be lifted on a number of shares determined according to the recipient's period of service.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered2 directors (excluding outside directors), 97,955 shares; 13 executive officers, 60,848 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥225,500,260. The total annual amount of monetary compensation to be paid for the grant of restricted stock is limited to ¥250 million.
Procedures under the Corporate Code of ConductAt the 77th Annual General Meeting of Shareholders held on 27 March 2025, approval was obtained for an annual amount of up to ¥250 million, separate from the monetary compensation limit, and an annual limit of up to 900,000 shares to be delivered.
Impact on Business PerformanceNo impact on the Company's performance from this disposal of treasury shares was disclosed.
Items this document does not state (13)
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 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 provide the Company's directors and executive officers with incentives to achieve sustained improvement in corporate and shareholder value over the medium to long term, and to promote value sharing with shareholders. The Company also took into account its performance, the scope of responsibilities of each eligible officer and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TADANO LTD. (6395) timely disclosure | Komori