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Share Issuance and Disposal6498KITZ CORPORATIONMachinery

Notice Regarding the Disposal of Treasury Shares as Restricted Stock under the Restricted Stock Grant Plan for Directors and Other Officers

The Company has resolved to dispose of 54,159 treasury shares as restricted stock compensation for its directors, executive officers, executive directors and subsidiary directors. The total disposal value is ¥99,598,401, and the payment date is 23 April 2026.

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Neutral
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Scale
54159
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much54,159Shares

54,159 common shares of the Company (treasury shares)

9 directors of the Company (excluding directors concurrently serving as executive officers)22,762 shares
6 executive officers of the Company (including executive officers concurrently serving as directors)15,231 shares
6 executive directors of the Company4,374 shares
23 directors of the Company’s subsidiaries11,792 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.

¥1,839 per share
Total issue value

¥99,598,401

Amount of funds to be raised
As monetary compensation receivables of ¥99,598,401 will be contributed in kind, the approximate net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥99,598,401
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
From 23 April 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or executive director of the Company, or as a director of a Company subsidiary.
Conditions for lifting transfer restrictions
The recipient must continuously hold an eligible position throughout the period of service. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed valid by the Compensation Committee or the Executive Officer Meeting, the restrictions will be partially lifted based on the period in office. No performance conditions are specified.
Reason for acquisition without consideration
At the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 9 / Number of allocated shares 22,762 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 15,231 shares, Category Executive directors of the Company / Number of Employees 6 / Number of allocated shares 4,374 shares, Category Directors of the Company's subsidiaries / Number of Employees 23 / Number of allocated shares 11,792 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
23 April 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 March 2026, ¥1,839. No discount or premium.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is 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 of54,159 common shares of the Company (treasury shares)
Issue price and disposal price¥1,839 per share
Total issue value¥99,598,401
Amount of funds to be raisedAs monetary compensation receivables of ¥99,598,401 will be contributed in kind, the approximate net proceeds are Not disclosed
Payment date23 April 2026
Intended allotteeName 9 directors of the Company (excluding directors concurrently serving as executive officers) / Number of Shares 22,762 shares, Name 6 executive officers of the Company (including executive officers concurrently serving as directors) / Number of Shares 15,231 shares, Name 6 executive directors of the Company / Number of Shares 4,374 shares, Name 23 directors of the Company’s subsidiaries / Number of Shares 11,792 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
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 on 25 March 2026, ¥1,839. No discount or premium.
Transfer restriction periodFrom 23 April 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or executive director of the Company, or as a director of a Company subsidiary.
Conditions for lifting transfer restrictionsThe recipient must continuously hold an eligible position throughout the period of service. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed valid by the Compensation Committee or the Executive Officer Meeting, the restrictions will be partially lifted based on the period in office. No performance conditions are specified.
Reason for acquisition without considerationAt the expiration of the restricted period or another time specified in the agreement, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 9 / Number of allocated shares 22,762 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 15,231 shares, Category Executive directors of the Company / Number of Employees 6 / Number of allocated shares 4,374 shares, Category Directors of the Company's subsidiaries / Number of Employees 23 / Number of allocated shares 11,792 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥99,598,401
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide incentives for the sustained enhancement of the corporate value of the Company Group and promote the sharing of value with shareholders. The number of shares and the amount of monetary compensation receivables were determined after considering the recipients’ responsibilities and the performance of the Company or its subsidiaries.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock under the Restricted Stock Grant Plan for Directors and Other Officers | KITZ CORPORATION (6498) timely disclosure | Komori