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Share Issuance and Disposal6465HOSHIZAKI CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will allocate 30,500 treasury shares as restricted stock compensation to 56 directors and executive officers of the Company and its group companies. The transfer restriction period will run for 30 years from 15 May 2026.

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160582500
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,500Shares

30,500 treasury shares

6 directors of the Company10,800 shares
9 executive officers who do not concurrently serve as the Company's directors6,300 shares
36 directors of the Company's wholly owned subsidiaries and wholly owned sub-subsidiaries10,700 shares
5 executive officers of the Company's wholly owned subsidiaries who do not concurrently serve as directors2,700 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.

¥5,265 per share
Amount of funds to be raised

Total payment amount: ¥160,582,500; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥160,582,500
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
15 May 2026 to 15 May 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible directors and others continuously hold a specified position as a director or executive officer of the Company, its wholly owned subsidiaries or its wholly owned sub-subsidiaries during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If an eligible person leaves office upon expiration of the term, retirement at the mandatory retirement age or for another legitimate reason, the restrictions will be lifted according to the number of shares held and other relevant factors. The restrictions will also be lifted under certain conditions in the event of a corporate reorganization.
Reason for acquisition without consideration
The Company will acquire without consideration shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period, shares for which the restrictions are not lifted when an eligible person leaves office, and other such shares.
Stock Split RatioA 1-for-2 split of common shares, effective 1 July 2022
Categories and Number of Persons Covered
6 directors of the Company: 10,800 shares; 9 executive officers of the Company who do not concurrently serve as directors: 6,300 shares; 36 directors of the Company's wholly owned subsidiaries and wholly owned sub-subsidiaries: 10,700 shares; 5 executive officers of the Company's wholly owned subsidiaries who do not concurrently serve as directors: 2,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts.
Payment date
15 May 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 15 April 2026, ¥5,265. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The resolution was approved by the Board of Directors after consultation with the Nomination and Compensation Committee.
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 of30,500 treasury shares
Issue price and disposal price¥5,265 per share
Amount of funds to be raisedTotal payment amount: ¥160,582,500; estimated net proceeds: Not disclosed
Payment date15 May 2026
Intended allotteeName 6 directors of the Company / Number of Shares 10,800 shares, Name 9 executive officers who do not concurrently serve as the Company's directors / Number of Shares 6,300 shares, Name 36 directors of the Company's wholly owned subsidiaries and wholly owned sub-subsidiaries / Number of Shares 10,700 shares, Name 5 executive officers of the Company's wholly owned subsidiaries who do not concurrently serve as directors / Number of Shares 2,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts.
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 15 April 2026, ¥5,265. No discount or premium rate is stated.
Transfer restriction period15 May 2026 to 15 May 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible directors and others continuously hold a specified position as a director or executive officer of the Company, its wholly owned subsidiaries or its wholly owned sub-subsidiaries during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If an eligible person leaves office upon expiration of the term, retirement at the mandatory retirement age or for another legitimate reason, the restrictions will be lifted according to the number of shares held and other relevant factors. The restrictions will also be lifted under certain conditions in the event of a corporate reorganization.
Reason for acquisition without considerationThe Company will acquire without consideration shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period, shares for which the restrictions are not lifted when an eligible person leaves office, and other such shares.
Categories and Number of Persons Covered6 directors of the Company: 10,800 shares; 9 executive officers of the Company who do not concurrently serve as directors: 6,300 shares; 36 directors of the Company's wholly owned subsidiaries and wholly owned sub-subsidiaries: 10,700 shares; 5 executive officers of the Company's wholly owned subsidiaries who do not concurrently serve as directors: 2,700 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥160,582,500
Stock Split RatioA 1-for-2 split of common shares, effective 1 July 2022
Procedures under the Corporate Code of ConductThe resolution was approved by the Board of Directors after consultation with the Nomination and Compensation Committee.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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.

The purpose is to provide incentives for sustained growth in corporate value, share value with shareholders, and further motivate the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HOSHIZAKI CORPORATION (6465) timely disclosure | Komori