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Share Issuance and Disposal6419Mars Group Holdings CorporationMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company has resolved to dispose of 18,500 treasury shares as restricted stock to 73 employees of its subsidiaries. The shares will be allotted on 27 August 2026, and transfers and other dispositions will be restricted until 26 August 2031.

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45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
18500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much18,500Shares

18,500 shares of the Company's common stock (treasury shares)

73 employees of the Company's subsidiaries, 18,500 shares

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

¥3,230 per share
Total issue value

¥59,755,000

Amount of funds to be raised
Total payment amount: ¥59,755,000; estimated net proceeds: Not disclosed (because the treasury shares are being disposed of through an in-kind contribution)
Total Stock-Based Compensation
Total of monetary compensation claims and monetary claims: ¥59,755,000
発行済株式総数

Not disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued shares)

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 27 August 2026 through 26 August 2031 (five years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as either a director or an employee of the Company or one of its subsidiaries during the transfer restriction period, the transfer restrictions on all of the shares allotted under this arrangement will be lifted on the date the transfer restriction period expires. If the recipient loses that position due to the expiration of a term of office, the expiration of an employment term, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted on the number of shares determined by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares on which the transfer restrictions have not been lifted when the transfer restriction period expires.
Offering structure
Underwriter / lead underwriter
Daiwa Securities Co., Ltd. (listed as the administrator of the account dedicated to restricted stock)
Categories and Number of Persons Covered
73 employees of the Company's subsidiaries, 18,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. On the date the transfer restriction period expires, the transfer restrictions will be lifted for all shares that meet the conditions for lifting the restrictions.
Payment date
27 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 29 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,230. No discount or premium was applied.
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
Number of shares to be issued or disposed of18,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,230 per share
Total issue value¥59,755,000
Amount of funds to be raisedTotal payment amount: ¥59,755,000; estimated net proceeds: Not disclosed (because the treasury shares are being disposed of through an in-kind contribution)
Payment date27 August 2026
Intended allottee73 employees of the Company's subsidiaries, 18,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. On the date the transfer restriction period expires, the transfer restrictions will be lifted for all shares that meet the conditions for lifting the restrictions.
Dilution RateNot disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 29 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,230. No discount or premium was applied.
Transfer restriction periodFrom 27 August 2026 through 26 August 2031 (five years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as either a director or an employee of the Company or one of its subsidiaries during the transfer restriction period, the transfer restrictions on all of the shares allotted under this arrangement will be lifted on the date the transfer restriction period expires. If the recipient loses that position due to the expiration of a term of office, the expiration of an employment term, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted on the number of shares determined by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares on which the transfer restrictions have not been lifted when the transfer restriction period expires.
Categories and Number of Persons Covered73 employees of the Company's subsidiaries, 18,500 shares
Total Stock-Based CompensationTotal of monetary compensation claims and monetary claims: ¥59,755,000
Underwriter / lead underwriterDaiwa Securities Co., Ltd. (listed as the administrator of the account dedicated to restricted stock)
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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 provide an incentive to achieve sustained enhancement of the corporate value of the Group, promote greater sharing of value with shareholders, and encourage long-term, continuous service and other objectives.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Mars Group Holdings Corporation (6419) timely disclosure | Komori