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Share Issuance and Disposal6420GALILEI HOLDINGS CO.LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 31,109 treasury shares to 8 directors as restricted stock compensation. The shares may not be transferred until specified conditions, such as retirement from office, are met.

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Neutral
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Scale
31109
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much31,109Shares

31,109 common shares of the Company (treasury shares)

5 directors of the Company other than directors who are Audit and Supervisory Committee Members29,730 shares
3 of the Company's directors who are Audit & Supervisory Committee members1,379 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.

¥3,285 per share
Amount of funds to be raised

Total payment amount: ¥102,193,065 (approximate net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary claims: ¥102,193,065
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 21 August 2026 until immediately after the eligible director retires from the position of director of the Company, including as a director who is an Audit and Supervisory Committee member
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the eligible director continuously held the position of director of the Company throughout the service provision period, from the date duties commenced until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the director retires due to expiration of the term of office or another legitimate reason, the restrictions will be lifted immediately after retirement with respect to the number of shares corresponding to the director's months of service.
Reason for acquisition without consideration
If an eligible director violates any law or regulation during the restricted transfer period or otherwise falls under any specified event set forth in the allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the restrictions have not been lifted upon expiration of the restricted transfer period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 5 / Number of allocated shares 29,730 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 1,379 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any manner. The restrictions will be lifted when specified conditions are met, such as immediately after the eligible director retires from office.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,285. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Compensation Advisory Committee for its advice or discussed by the directors who are Audit and Supervisory Committee members.
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 of31,109 common shares of the Company (treasury shares)
Issue price and disposal price¥3,285 per share
Amount of funds to be raisedTotal payment amount: ¥102,193,065 (approximate net proceeds: Not disclosed)
Payment date21 August 2026
Intended allotteeName 5 directors of the Company other than directors who are Audit and Supervisory Committee Members / Number of Shares 29,730 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 1,379 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any manner. The restrictions will be lifted when specified conditions are met, such as immediately after the eligible director retires from office.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,285. No discount or premium rate was stated.
Transfer restriction periodFrom 21 August 2026 until immediately after the eligible director retires from the position of director of the Company, including as a director who is an Audit and Supervisory Committee member
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the eligible director continuously held the position of director of the Company throughout the service provision period, from the date duties commenced until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the director retires due to expiration of the term of office or another legitimate reason, the restrictions will be lifted immediately after retirement with respect to the number of shares corresponding to the director's months of service.
Reason for acquisition without considerationIf an eligible director violates any law or regulation during the restricted transfer period or otherwise falls under any specified event set forth in the allotment agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the restrictions have not been lifted upon expiration of the restricted transfer period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 5 / Number of allocated shares 29,730 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 1,379 shares
Total Stock-Based CompensationTotal monetary claims: ¥102,193,065
Procedures under the Corporate Code of ConductThe matter was submitted to the Compensation Advisory Committee for its advice or discussed by the directors who are Audit and Supervisory Committee members.
Items this document does not state (14)
Total issue valueEstimated 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 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 directors with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | GALILEI HOLDINGS CO.LTD. (6420) timely disclosure | Komori