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Share Issuance and Disposal6586Makita CorporationMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 5,701 treasury shares held by the Company to 8 directors as restricted stock compensation. The disposal price is ¥5,678 per share, and payment will be made through an in-kind contribution of monetary compensation claims.

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47Recurring
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Direction
Neutral
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Scale
5701
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,701Shares

5,701 treasury shares of the Company's common stock

8 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors5,701 shares

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

¥5,678 per share
Total issue value

¥32,370,278

Amount of funds to be raised
Total payment amount: ¥32,370,278; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥32,370,278. Separately, total monetary compensation claims are capped at ¥100 million per year, and the total number of shares allocated is capped at 100,000 shares per year.
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
50 years (17 July 2026 to 16 July 2076)
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company continuously until the date of the first Annual General Meeting of Shareholders held after the start date of this transfer restriction period, all of the allocated shares held by the recipient at the end of the period will be released from the transfer restrictions. If the recipient retires for a legitimate reason, the restrictions will be released in part in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient retires before the day preceding the date of the first Annual General Meeting of Shareholders held after the start of the transfer restriction period, unless the Board of Directors recognizes a legitimate reason; if any shares remain subject to the transfer restrictions at the end of the period; or if any shares remain subject to the transfer restrictions on the business day preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
8 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 5,701 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 17 July 2026 through 16 July 2076.
Payment date
17 July 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 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥5,678. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
The system, compensation framework and other related matters were approved by resolutions of the Board of Directors dated 26 April 2019 and the Annual General Meeting of Shareholders held on 25 June 2021. This matter was resolved by the Board of Directors on 24 June 2026.
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 of5,701 treasury shares of the Company's common stock
Issue price and disposal price¥5,678 per share
Total issue value¥32,370,278
Amount of funds to be raisedTotal payment amount: ¥32,370,278; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 8 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 5,701 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 17 July 2026 through 16 July 2076.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥5,678. No discount or premium is stated.
Transfer restriction period50 years (17 July 2026 to 16 July 2076)
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company continuously until the date of the first Annual General Meeting of Shareholders held after the start date of this transfer restriction period, all of the allocated shares held by the recipient at the end of the period will be released from the transfer restrictions. If the recipient retires for a legitimate reason, the restrictions will be released in part in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient retires before the day preceding the date of the first Annual General Meeting of Shareholders held after the start of the transfer restriction period, unless the Board of Directors recognizes a legitimate reason; if any shares remain subject to the transfer restrictions at the end of the period; or if any shares remain subject to the transfer restrictions on the business day preceding the effective date of a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered8 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 5,701 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥32,370,278. Separately, total monetary compensation claims are capped at ¥100 million per year, and the total number of shares allocated is capped at 100,000 shares per year.
Procedures under the Corporate Code of ConductThe system, compensation framework and other related matters were approved by resolutions of the Board of Directors dated 26 April 2019 and the Annual General Meeting of Shareholders held on 25 June 2021. This matter was resolved by the Board of Directors on 24 June 2026.
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 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 enable directors to share with shareholders both the benefits and risks of fluctuations in the share price and to increase their motivation to contribute to an increase in the share price and corporate value. In addition, the transfer restriction period has been set at 50 years in order to achieve the purpose of this system over the longest period possible.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Makita Corporation (6586) timely disclosure | Komori