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Share Issuance and Disposal6490PILLAR CorporationMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will dispose of 7,160 treasury shares to 4 directors as restricted stock compensation. The transfer restriction period will run for 50 years from 24 July 2026, and the shares may not be transferred until the period expires, except in the event of certain reasons for retirement or other specified circumstances.

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Direction
Neutral
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Scale
7160
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,160Shares

7,160 common shares of the Company (treasury shares)

4 directors (excluding outside directors and directors serving as Audit and Supervisory Committee members)7,160 shares

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

¥11,170 per share
Total issue value

¥79,977,200

Amount of funds to be raised
A total of ¥79,977,200 in monetary compensation receivables will be contributed in kind. The estimated net proceeds are Not disclosed.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥79,977,200. The annual compensation limit is ¥200 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
24 July 2026 to 23 July 2076 (50 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient continuously holds one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, or an equivalent position. If the recipient retires upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted immediately after retirement with respect to the number of shares corresponding to the period of service. The restrictions will also be lifted on specified conditions in the event of a corporate reorganization or other similar transaction.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or other similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the transfer restrictions are lifted.
Categories and Number of Persons Covered
4 directors, excluding outside directors and directors who are Audit and Supervisory Committee members; 7,160 shares
Intended allottee's holding policy
The transfer restriction period will run from 24 July 2026 through 23 July 2076. During this period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026 was ¥11,170. The Company determined that this does not constitute a particularly favorable price. The discount rate and premium rate are 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 of7,160 common shares of the Company (treasury shares)
Issue price and disposal price¥11,170 per share
Total issue value¥79,977,200
Amount of funds to be raisedA total of ¥79,977,200 in monetary compensation receivables will be contributed in kind. The estimated net proceeds are Not disclosed.
Payment date24 July 2026
Intended allotteeName 4 directors (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Shares 7,160 shares
Intended allottee's holding policyThe transfer restriction period will run from 24 July 2026 through 23 July 2076. During this period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026 was ¥11,170. The Company determined that this does not constitute a particularly favorable price. The discount rate and premium rate are Not disclosed.
Transfer restriction period24 July 2026 to 23 July 2076 (50 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient continuously holds one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, or an equivalent position. If the recipient retires upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted immediately after retirement with respect to the number of shares corresponding to the period of service. The restrictions will also be lifted on specified conditions in the event of a corporate reorganization or other similar transaction.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or other similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the transfer restrictions are lifted.
Categories and Number of Persons Covered4 directors, excluding outside directors and directors who are Audit and Supervisory Committee members; 7,160 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥79,977,200. The annual compensation limit is ¥200 million or less.
Items this document does not state (14)
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 ConductMost 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 medium- to long-term incentives, share value with shareholders, and further enhance the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PILLAR Corporation (6490) timely disclosure | Komori