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Share Issuance and Disposal6454MAX CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 34,677 treasury shares as restricted stock compensation to 5 directors and 11 executive officers. The disposal price is ¥1,710 per share, for a total of ¥59,297,670.

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34677
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,677Shares

34,677 common shares of the Company (treasury shares)

Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members5 / 18,070 shares
The Company's executive officers who do not concurrently serve as directors11 / 16,607 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.

¥1,710 per share
Total issue value

¥59,297,670

Amount of funds to be raised
As the entire amount of the monetary compensation receivables will be contributed in kind, no funds will be raised in cash. The estimated net proceeds are also not applicable.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥59,297,670. The annual compensation limit for eligible directors is ¥48,000,000 or less.
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, the total number of issued shares will not increase

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 7 August 2026 until the later of the point immediately following the eligible recipient's retirement or resignation from a designated position with the Company or one of its subsidiaries, or 1 July 2027
Conditions for lifting transfer restrictions
Subject to the eligible recipient having continuously held one of the following positions during the service provision period, all transfer restrictions will be lifted upon expiry of the restricted transfer period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, employee, or an equivalent position. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the restricted transfer period, an eligible recipient is sentenced to a custodial sentence or more severe punishment, or falls under certain circumstances such as a material violation of laws or regulations and the Board of Directors deems it appropriate, all shares held will be acquired without consideration. Shares for which the transfer restrictions are not lifted will also be acquired without consideration.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 18,070 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 16,607 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,710. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Remuneration Advisory Committee for consultation.
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 compensation
Number of shares to be issued or disposed of34,677 common shares of the Company (treasury shares)
Issue price and disposal price¥1,710 per share
Total issue value¥59,297,670
Amount of funds to be raisedAs the entire amount of the monetary compensation receivables will be contributed in kind, no funds will be raised in cash. The estimated net proceeds are also not applicable.
Payment date7 August 2026
Intended allotteeName Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 5 / Number of Shares 18,070 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of Shares 16,607 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of in any way. The shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
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 Prime Market of the Tokyo Stock Exchange on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,710. No discount or premium was applied.
Transfer restriction periodFrom 7 August 2026 until the later of the point immediately following the eligible recipient's retirement or resignation from a designated position with the Company or one of its subsidiaries, or 1 July 2027
Conditions for lifting transfer restrictionsSubject to the eligible recipient having continuously held one of the following positions during the service provision period, all transfer restrictions will be lifted upon expiry of the restricted transfer period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, employee, or an equivalent position. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the restricted transfer period, an eligible recipient is sentenced to a custodial sentence or more severe punishment, or falls under certain circumstances such as a material violation of laws or regulations and the Board of Directors deems it appropriate, all shares held will be acquired without consideration. Shares for which the transfer restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 18,070 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 16,607 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥59,297,670. The annual compensation limit for eligible directors is ¥48,000,000 or less.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Procedures under the Corporate Code of ConductThe matter was submitted to the Remuneration Advisory Committee for consultation.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 recipients with an incentive to achieve sustained enhancement of corporate value and to promote value sharing with shareholders. The purpose of the plan, the Company's business performance, and the roles and responsibilities of each eligible recipient were taken into consideration.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MAX CO.,LTD. (6454) timely disclosure | Komori