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Share Issuance and Disposal6485MAEZAWA KYUSO INDUSTRIES CO.,LTD.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 17,726 treasury shares to 4 directors and 46 employees as restricted stock compensation. The payment date is 21 August 2026.

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17726
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,726Shares

17,726 shares of the Company's common stock (treasury shares)

The Company's directors (excluding outside directors)4 / 7,772 shares
The Company's employees46 / 9,954 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.

¥1,544 per share
Total issue value

¥27,368,944

Amount of funds to be raised
Total payment amount: ¥27,368,944; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation claims held against the Company by directors and employees)
Total Stock-Based Compensation
Monetary compensation claims totaling ¥27,368,944
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
Directors: From the payment date until the later of the date on which they cease to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company, or the date on which the prescribed securities reports or other documents are filed. Employees: Until the date on which they leave their position as an employee or any other position designated by the Company's Board of Directors.
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds the prescribed position from the payment date until the conclusion of the first annual general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the transfer restriction period expires. If the director leaves office or employment for a legitimate reason or due to death, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If an eligible director leaves office or employment without a legitimate reason during the prescribed period, or if any shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization, the Company will acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors): 4 people, 7,772 shares; the Company's employees: 46 people, 9,954 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 23 July 2026, the business day immediately preceding the date of the Board of Directors meeting, was ¥1,544. No discount or premium rate was stated.
Most recent equity financing
Timing 20 May 2021 and 25 June 2021 / Type Introduction of a restricted stock compensation plan and approval by the shareholders' meeting / Amount Total monetary compensation claims: up to ¥30 million per year; common stock: up to 50,000 shares per year
Impact on Business Performance
No impact on business performance 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 of17,726 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,544 per share
Total issue value¥27,368,944
Amount of funds to be raisedTotal payment amount: ¥27,368,944; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation claims held against the Company by directors and employees)
Payment date21 August 2026
Intended allotteeName The Company's directors (excluding outside directors) / Number of Employees 4 / Number of Shares 7,772 shares, Name The Company's employees / Number of Employees 46 / Number of Shares 9,954 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account 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 23 July 2026, the business day immediately preceding the date of the Board of Directors meeting, was ¥1,544. No discount or premium rate was stated.
Transfer restriction periodDirectors: From the payment date until the later of the date on which they cease to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company, or the date on which the prescribed securities reports or other documents are filed. Employees: Until the date on which they leave their position as an employee or any other position designated by the Company's Board of Directors.
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds the prescribed position from the payment date until the conclusion of the first annual general meeting of shareholders held thereafter, all transfer restrictions will be lifted when the transfer restriction period expires. If the director leaves office or employment for a legitimate reason or due to death, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf an eligible director leaves office or employment without a legitimate reason during the prescribed period, or if any shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization, the Company will acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors): 4 people, 7,772 shares; the Company's employees: 46 people, 9,954 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥27,368,944
Most recent equity financingTiming 20 May 2021 and 25 June 2021 / Type Introduction of a restricted stock compensation plan and approval by the shareholders' meeting / Amount Total monetary compensation claims: up to ¥30 million per year; common stock: up to 50,000 shares per year
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 directors with medium- to long-term incentives and promote value sharing between directors and shareholders. The Company also seeks to achieve sustained growth in corporate value and value sharing with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MAEZAWA KYUSO INDUSTRIES CO.,LTD. (6485) timely disclosure | Komori