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Share Issuance and Disposal6613QD Laser,Inc.Electrical Equipment and Precision Instruments

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 4,266 common shares to 6 directors as restricted stock compensation. The transfer restrictions will generally remain in place until the directors retire from office.

Worth reading
53Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
4266
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much4,266Shares

4,266 common shares (new shares)

Directors who are not Audit & Supervisory Committee Members (excluding outside directors)2 / 2,822 shares
Outside directors who are not Audit & Supervisory Committee Members1 / 303 shares
Directors serving as Audit and Supervisory Committee members3 / 1,141 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.

¥2,621 per share (fair value)
Total issue value

¥11,181,186

Amount of funds to be raised
No monetary payment or property contribution is required. Estimated net proceeds: Not applicable
Total Stock-Based Compensation
¥11,181,186 (total fair value of the common shares)
発行済株式総数

0.01%

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 7 August 2026 (allotment date) until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company throughout the service provision period from the day immediately preceding the 2026 annual general meeting of shareholders through the date of the annual general meeting of shareholders in the following year, all of the shares allotted under this arrangement will be released from the transfer restrictions when the restriction period expires. In the event of retirement due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be released for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
2 executive directors: 2,822 shares; 1 outside director who is not an Audit & Supervisory Committee Member: 303 shares; 3 Audit & Supervisory Committee Members: 1,141 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from the allotment date until the date on which the holder ceases to be a director of the Company.
Payment date
Not applicable (no payment required)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, ¥2,621. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 17th Annual General Meeting of Shareholders held on 27 June 2023 and the 20th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the terms of each restricted stock compensation plan and the applicable limits on the number of shares and compensation amounts.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of4,266 common shares (new shares)
Issue price and disposal price¥2,621 per share (fair value)
Total issue value¥11,181,186
Amount of funds to be raisedNo monetary payment or property contribution is required. Estimated net proceeds: Not applicable
Payment dateNot applicable (no payment required)
Intended allotteeCategory Directors who are not Audit & Supervisory Committee Members (excluding outside directors) / Number of Employees 2 / Number of Shares 2,822 shares, Category Outside directors who are not Audit & Supervisory Committee Members / Number of Employees 1 / Number of Shares 303 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 1,141 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from the allotment date until the date on which the holder ceases to be a director of the Company.
Dilution Rate0.01%
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, ¥2,621. No discount or premium rate was stated.
Transfer restriction periodFrom 7 August 2026 (allotment date) until the date on which the recipient retires as a director of the Company
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company throughout the service provision period from the day immediately preceding the 2026 annual general meeting of shareholders through the date of the annual general meeting of shareholders in the following year, all of the shares allotted under this arrangement will be released from the transfer restrictions when the restriction period expires. In the event of retirement due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be released for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered2 executive directors: 2,822 shares; 1 outside director who is not an Audit & Supervisory Committee Member: 303 shares; 3 Audit & Supervisory Committee Members: 1,141 shares
Total Stock-Based Compensation¥11,181,186 (total fair value of the common shares)
Procedures under the Corporate Code of ConductAt the 17th Annual General Meeting of Shareholders held on 27 June 2023 and the 20th Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the terms of each restricted stock compensation plan and the applicable limits on the number of shares and compensation amounts.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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 encourage the eligible directors to hold the Company's shares at an early stage and continuously thereafter, strengthen incentives for the sustained enhancement of corporate value, and promote the sharing of value with shareholders. For non-executive directors, the purpose is also to provide incentives to prevent damage to corporate value and maintain the Company's credibility.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | QD Laser,Inc. (6613) timely disclosure | Komori