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Share Issuance and Disposal6469HODEN SEIMITSU KAKO KENKYUSHO CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,311 treasury shares to 4 directors as restricted stock compensation. The disposal price is ¥2,471 per share, for a total disposal value of ¥8,181,481.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,311Shares

3,311 shares of the Company's common stock (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 3,311 shares

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

¥2,471 per share
Total issue value

¥8,181,481

Total Stock-Based Compensation
Total monetary compensation receivables: ¥8,181,481. The annual compensation limit is ¥30 million or less.
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 2 July 2026 until the date on which the eligible director resigns from the position of director of the Company
Conditions for lifting transfer restrictions
All of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the eligible director remains a director of the Company continuously through the date of the first Annual General Meeting of Shareholders held after the start date of the transfer restriction period. If the director resigns for a valid reason, the restrictions will be released in part according to the number of months in office.
Reason for acquisition without consideration
If the eligible director resigns before the day preceding the date of the first Annual General Meeting of Shareholders held after the start date of the transfer restriction period, unless the Board of Directors recognizes a valid reason, and if any shares remain subject to transfer restrictions at the end of the period. If the director resigns in connection with a corporate reorganization or similar event, all shares that remain subject to transfer restrictions will be acquired without consideration.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 3,311 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, subjected to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
2 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 16 June 2026, which was ¥2,471. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 61st Annual General Meeting of Shareholders held on 26 May 2022, approval was obtained for the introduction of a restricted stock compensation plan, the total amount of monetary compensation receivables, the transfer restriction period and other matters.
Impact on Business Performance
No impact on financial results from this disposition of treasury shares is stated.
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 of3,311 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,471 per share
Total issue value¥8,181,481
Payment date2 July 2026
Intended allotteeCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 3,311 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, subjected to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 16 June 2026, which was ¥2,471. No discount or premium was stated.
Transfer restriction periodFrom 2 July 2026 until the date on which the eligible director resigns from the position of director of the Company
Conditions for lifting transfer restrictionsAll of the allocated shares held at the end of the period will be released from the transfer restrictions, provided that the eligible director remains a director of the Company continuously through the date of the first Annual General Meeting of Shareholders held after the start date of the transfer restriction period. If the director resigns for a valid reason, the restrictions will be released in part according to the number of months in office.
Reason for acquisition without considerationIf the eligible director resigns before the day preceding the date of the first Annual General Meeting of Shareholders held after the start date of the transfer restriction period, unless the Board of Directors recognizes a valid reason, and if any shares remain subject to transfer restrictions at the end of the period. If the director resigns in connection with a corporate reorganization or similar event, all shares that remain subject to transfer restrictions will be acquired without consideration.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 3,311 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥8,181,481. The annual compensation limit is ¥30 million or less.
Procedures under the Corporate Code of ConductAt the 61st Annual General Meeting of Shareholders held on 26 May 2022, approval was obtained for the introduction of a restricted stock compensation plan, the total amount of monetary compensation receivables, the transfer restriction period and other matters.
Impact on Business PerformanceNo impact on financial results from this disposition of treasury shares is stated.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 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.

The purpose is to have the eligible directors share with shareholders both the benefits and risks of share price fluctuations and to further increase their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HODEN SEIMITSU KAKO KENKYUSHO CO.,LTD. (6469) timely disclosure | Komori