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Share Issuance and Disposal6481THK CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 54,023 treasury shares as restricted stock compensation to 20 directors and executive officers. The recipients will contribute the full amount of their monetary compensation claims in kind and receive the shares at ¥4,795 per share.

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54023
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much54,023Shares

54,023 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 38,283 shares
The Company's executive officers who do not concurrently serve as directors14 / 15,740 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.

¥4,795 per share
Total issue value

¥259,040,285

Amount of funds to be raised
Total payment amount: ¥259,040,285; estimated net proceeds: Not disclosed (as the shares are paid for through an in-kind contribution of monetary compensation claims by the recipients)
Total Stock-Based Compensation
Total monetary claims: ¥259,040,285. The annual limit for fixed-amount compensation for eligible directors is ¥1.2 billion.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
For the Company's directors, from 17 April 2026 until they cease to hold the position of director of the Company. For executive officers who do not concurrently serve as directors, from 17 April 2026 until they cease to hold both the position of director of the Company and the position of executive officer who does not concurrently serve as a director.
Conditions for lifting transfer restrictions
For directors, the transfer restrictions will be lifted if they continuously hold the position of director of the Company during the service provision period, which runs from the commencement date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter. For executive officers who do not concurrently serve as directors, the transfer restrictions will be lifted if they continuously hold either the position of director of the Company or the position of executive officer who does not concurrently serve as a director during the service provision period.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set out in the allocation agreement, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted due to retirement or resignation for a valid reason or other such event.
Categories and Number of Persons Covered
Directors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors: 6 people, 38,283 shares; executive officers of the Company who do not concurrently serve as directors: 14 people, 15,740 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in dedicated accounts.
Payment date
17 April 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 19 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,795. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Filing of an extraordinary report under the Financial Instruments and Exchange Act
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 of54,023 common shares of the Company (treasury shares)
Issue price and disposal price¥4,795 per share
Total issue value¥259,040,285
Amount of funds to be raisedTotal payment amount: ¥259,040,285; estimated net proceeds: Not disclosed (as the shares are paid for through an in-kind contribution of monetary compensation claims by the recipients)
Payment date17 April 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 38,283 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of Shares 15,740 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in dedicated accounts.
Total number of issued sharesThe total number of issued shares will not increase because 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 Tokyo Stock Exchange Prime Market on 19 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,795. No discount or premium applies.
Transfer restriction periodFor the Company's directors, from 17 April 2026 until they cease to hold the position of director of the Company. For executive officers who do not concurrently serve as directors, from 17 April 2026 until they cease to hold both the position of director of the Company and the position of executive officer who does not concurrently serve as a director.
Conditions for lifting transfer restrictionsFor directors, the transfer restrictions will be lifted if they continuously hold the position of director of the Company during the service provision period, which runs from the commencement date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter. For executive officers who do not concurrently serve as directors, the transfer restrictions will be lifted if they continuously hold either the position of director of the Company or the position of executive officer who does not concurrently serve as a director during the service provision period.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set out in the allocation agreement, the Company will acquire all of the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted due to retirement or resignation for a valid reason or other such event.
Categories and Number of Persons CoveredDirectors of the Company, excluding directors who are Audit & Supervisory Committee Members and outside directors: 6 people, 38,283 shares; executive officers of the Company who do not concurrently serve as directors: 14 people, 15,740 shares
Total Stock-Based CompensationTotal monetary claims: ¥259,040,285. The annual limit for fixed-amount compensation for eligible directors is ¥1.2 billion.
Procedures under the Corporate Code of ConductFiling of an extraordinary report under the Financial Instruments and Exchange Act
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 the eligible directors and other recipients with an incentive to achieve sustained growth in the Company's corporate value and promote value sharing with shareholders, as well as to further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | THK CO.,LTD. (6481) timely disclosure | Komori