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Share Issuance and Disposal6497HAMAI INDUSTRIES LTDMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,585 treasury shares to 6 directors as restricted stock compensation. The shares will be delivered in exchange for an in-kind contribution of ¥9,997,030 in monetary compensation claims.

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7585
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,585Shares

7,585 common shares of the Company (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members7,585 shares

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

¥1,318 per share
Total issue value

¥9,997,030

Amount of funds to be raised
not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims of ¥9,997,030 (the annual compensation limit under the stock compensation plan is ¥20 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 8 May 2026 until immediately after the relevant allottee ceases to serve as a director of the Company. However, if the date of departure is on or before 31 March 2027, the period will continue until 1 April 2027.
Conditions for lifting transfer restrictions
The relevant allottee must continuously remain a director of the Company through the date of the first annual general meeting of shareholders held after 8 May 2026. If the director departs for a valid reason, the restrictions will be lifted in part according to the number of months served.
Reason for acquisition without consideration
If the relevant director departs without a reason deemed valid by the Board of Directors before the day preceding the date of the first annual general meeting of shareholders to be held after 8 May 2026. Also, if any shares remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, shares for which the restrictions have not been lifted will be acquired without consideration on the business day preceding the effective date.
Categories and Number of Persons Covered
6 directors of the Company (excluding directors who are Audit & Supervisory Committee members), 7,585 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the restrictions are lifted.
Payment date
8 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 16 April 2026, which was ¥1,318. No discount or premium rate is stated.
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 of7,585 common shares of the Company (treasury shares)
Issue price and disposal price¥1,318 per share
Total issue value¥9,997,030
Amount of funds to be raisednot disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
Payment date8 May 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members / Number of Shares 7,585 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way, and will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 16 April 2026, which was ¥1,318. No discount or premium rate is stated.
Transfer restriction periodFrom 8 May 2026 until immediately after the relevant allottee ceases to serve as a director of the Company. However, if the date of departure is on or before 31 March 2027, the period will continue until 1 April 2027.
Conditions for lifting transfer restrictionsThe relevant allottee must continuously remain a director of the Company through the date of the first annual general meeting of shareholders held after 8 May 2026. If the director departs for a valid reason, the restrictions will be lifted in part according to the number of months served.
Reason for acquisition without considerationIf the relevant director departs without a reason deemed valid by the Board of Directors before the day preceding the date of the first annual general meeting of shareholders to be held after 8 May 2026. Also, if any shares remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, shares for which the restrictions have not been lifted will be acquired without consideration on the business day preceding the effective date.
Categories and Number of Persons Covered6 directors of the Company (excluding directors who are Audit & Supervisory Committee members), 7,585 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥9,997,030 (the annual compensation limit under the stock compensation plan is ¥20 million or less)
Impact on Business PerformanceNo impact on financial results from this disposition of treasury shares is stated.
Items this document does not state (13)
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 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 promote the sharing of value with shareholders and provide incentives to enhance corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HAMAI INDUSTRIES LTD (6497) timely disclosure | Komori