Komori
Share Issuance and Disposal6407CKD CorporationMachinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

The Company resolved to dispose of 5,088 treasury shares to 3 directors as restricted stock compensation. The shares may not be transferred until the date on which the directors cease to hold office, and the transfer restrictions will be lifted if certain conditions are met.

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51Recurring
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Direction
Neutral
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Scale
5088
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,088Shares

5,088 common shares of the Company (treasury shares)

3 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 5,088 shares

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

¥7,840 per share
Total issue value

¥39,889,920

Amount of funds to be raised
Total amount paid: ¥39,889,920; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥39,889,920. The compensation limit under the scheme is ¥120 million per year, and the total number of common shares is limited to 48 thousand shares per year.
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

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 24 July 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The holder must continuously hold the position of director of the Company from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the holder ceases to hold the position due to death, expiry of the term of office or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
3 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 5,088 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the holders cease to hold the position of director of the Company, transfers, the creation of security interests and other dispositions will be prohibited.
Payment date
24 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 25 June 2026, ¥7,840. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 106th Ordinary General Meeting of Shareholders held on 26 June 2026, approval was obtained for the restricted stock compensation plan and the compensation limit, among other matters.
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 of5,088 common shares of the Company (treasury shares)
Issue price and disposal price¥7,840 per share
Total issue value¥39,889,920
Amount of funds to be raisedTotal amount paid: ¥39,889,920; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allottee3 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 5,088 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the holders cease to hold the position of director of the Company, transfers, the creation of security interests and other dispositions will be prohibited.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥7,840. There is no discount or premium.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe holder must continuously hold the position of director of the Company from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the holder ceases to hold the position due to death, expiry of the term of office or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered3 directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 5,088 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥39,889,920. The compensation limit under the scheme is ¥120 million per year, and the total number of common shares is limited to 48 thousand shares per year.
Procedures under the Corporate Code of ConductAt the 106th Ordinary General Meeting of Shareholders held on 26 June 2026, approval was obtained for the restricted stock compensation plan and the compensation limit, among other matters.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 the sustainable enhancement of corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders. The Company also took into consideration its business performance, the scope of responsibilities of each eligible director and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | CKD Corporation (6407) timely disclosure | Komori