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Share Issuance and Disposal6402KANEMATSU ENGINEERING CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,400 treasury shares to 6 directors and 3 Audit & Supervisory Board members as restricted stock compensation for officers. In principle, the shares may not be transferred until the holders retire.

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Neutral
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Scale
8400
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,400Shares

8,400 shares of the Company's common stock (treasury shares)

6 directors (including outside directors)7,200 shares
3 Audit & Supervisory Board members1,200 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.

¥1,364 per share
Total issue value

¥11,457,600

Amount of funds to be raised
Total payment amount: ¥11,457,600; estimated net proceeds: Not disclosed (the transaction is not a cash financing and involves an in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥11,457,600. The annual compensation limits are ¥13 million or less for directors, including no more than ¥1 million for outside directors, and ¥2 million or less for Audit & Supervisory Board members.
Specific use of funds
Not disclosed (in-kind contribution of monetary compensation receivables granted under the plan)
発行済株式総数

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 16 July 2026 (the payment date) until the date on which the holders cease to serve as directors or Audit & Supervisory Board members of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full at the end of the restriction period, provided that the holder continuously remains a director or Audit & Supervisory Board member of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the holder's months of service. In the event of a corporate reorganization or similar event, the restrictions will be lifted for the number of shares corresponding to the prescribed number of months.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
Category Directors (including outside directors) / Number of Employees 6 / Number of allocated shares 7,200 shares, Category Statutory Auditors / Number of Employees 3 / Number of allocated shares 1,200 shares
Intended allottee's holding policy
From the payment date until the date on which they cease to serve as directors or Audit & Supervisory Board members of the Company, the holders may not transfer, create security interests over, or otherwise dispose of the shares.
Payment date
16 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,364. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 53rd Annual General Meeting of Shareholders held on 19 June 2024, approval was obtained for the restricted stock compensation plan and the applicable compensation limits.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares was 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 of8,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,364 per share
Total issue value¥11,457,600
Amount of funds to be raisedTotal payment amount: ¥11,457,600; estimated net proceeds: Not disclosed (the transaction is not a cash financing and involves an in-kind contribution of monetary compensation receivables)
Specific use of fundsNot disclosed (in-kind contribution of monetary compensation receivables granted under the plan)
Payment date16 July 2026
Intended allotteeCategory 6 directors (including outside directors) / Number of Shares 7,200 shares, Category 3 Audit & Supervisory Board members / Number of Shares 1,200 shares
Intended allottee's holding policyFrom the payment date until the date on which they cease to serve as directors or Audit & Supervisory Board members of the Company, the holders may not transfer, create security interests over, or otherwise dispose of the shares.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,364. No discount or premium rate was stated.
Transfer restriction periodFrom 16 July 2026 (the payment date) until the date on which the holders cease to serve as directors or Audit & Supervisory Board members of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full at the end of the restriction period, provided that the holder continuously remains a director or Audit & Supervisory Board member of the Company from the date of the Company's annual general meeting of shareholders immediately preceding the payment date until the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the holder's months of service. In the event of a corporate reorganization or similar event, the restrictions will be lifted for the number of shares corresponding to the prescribed number of months.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors (including outside directors) / Number of Employees 6 / Number of allocated shares 7,200 shares, Category Statutory Auditors / Number of Employees 3 / Number of allocated shares 1,200 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥11,457,600. The annual compensation limits are ¥13 million or less for directors, including no more than ¥1 million for outside directors, and ¥2 million or less for Audit & Supervisory Board members.
Procedures under the Corporate Code of ConductAt the 53rd Annual General Meeting of Shareholders held on 19 June 2024, approval was obtained for the restricted stock compensation plan and the applicable compensation limits.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares was stated.
Items this document does not state (10)
Estimated issuance expensesTotal 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 eligible officers with incentives to achieve sustained growth in corporate value, share value with shareholders, prevent impairment of corporate value, and maintain trust.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KANEMATSU ENGINEERING CO.,LTD. (6402) timely disclosure | Komori