Komori
Share Issuance and Disposal6675SAXA,Inc.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 67,800 treasury shares as restricted stock to a total of 37 directors and executive officers of the Company and its subsidiaries. The shares may not be transferred until the service condition or performance condition has been satisfied.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
67800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much67,800Shares

67,800 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 15,000 shares
The Company's executive officers7 / 16,500 shares
Directors of the Company's subsidiary (excluding outside directors)8 independent officers / 12,600 shares
Executive officers of the Company's subsidiary19 / 23,700 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.

¥1,837 per share
Total issue value

¥124,548,600

Amount of funds to be raised
Total payment amount: ¥124,548,600; approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Annual monetary compensation claims of up to ¥40 million for the Company's directors. The monetary compensation claims for this allocation are ¥57,865,500 for the Company and ¥66,683,100 for its subsidiaries, for a total of ¥124,548,600.
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 24 July 2026 until the date on which the recipient loses all prescribed positions at the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Under Plan I, the recipient must remain in the prescribed position continuously for the prescribed period. Under Plan II, in addition to remaining in the prescribed position continuously for the prescribed period, the Company's consolidated EBITDA for the fiscal year must be at least the budgeted amount, and the ratio of the Company's TSR for the fiscal year to TOPIX (including dividends) must be at least 1. In the event of early retirement for a legitimate reason, the restrictions will be lifted on a pro rata basis according to the period served.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 3 / Number of allocated shares 15,000 shares, Category The Company's executive officers / Number of Employees 7 / Number of allocated shares 16,500 shares, Category Directors of the Company's subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 12,600 shares, Category Executive officers of the Company's subsidiary / Number of Employees 19 / Number of allocated shares 23,700 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of.
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 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,837. Discount rate/premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the restricted stock grant plan and the compensation limit.
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 of67,800 common shares of the Company (treasury shares)
Issue price and disposal price¥1,837 per share
Total issue value¥124,548,600
Amount of funds to be raisedTotal payment amount: ¥124,548,600; approximate net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 15,000 shares, Name The Company's executive officers / Number of Employees 7 / Number of Shares 16,500 shares, Name Directors of the Company's subsidiary (excluding outside directors) / Number of Employees 8 independent officers / Number of Shares 12,600 shares, Name Executive officers of the Company's subsidiary / Number of Employees 19 / Number of Shares 23,700 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,837. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient loses all prescribed positions at the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsUnder Plan I, the recipient must remain in the prescribed position continuously for the prescribed period. Under Plan II, in addition to remaining in the prescribed position continuously for the prescribed period, the Company's consolidated EBITDA for the fiscal year must be at least the budgeted amount, and the ratio of the Company's TSR for the fiscal year to TOPIX (including dividends) must be at least 1. In the event of early retirement for a legitimate reason, the restrictions will be lifted on a pro rata basis according to the period served.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at other times specified in the agreement.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 3 / Number of allocated shares 15,000 shares, Category The Company's executive officers / Number of Employees 7 / Number of allocated shares 16,500 shares, Category Directors of the Company's subsidiaries / Number of Employees 8 independent officers / Number of allocated shares 12,600 shares, Category Executive officers of the Company's subsidiary / Number of Employees 19 / Number of allocated shares 23,700 shares
Total Stock-Based CompensationAnnual monetary compensation claims of up to ¥40 million for the Company's directors. The monetary compensation claims for this allocation are ¥57,865,500 for the Company and ¥66,683,100 for its subsidiaries, for a total of ¥124,548,600.
Procedures under the Corporate Code of ConductAt the 23rd Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the restricted stock grant plan and the compensation limit.
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 provide incentives for the sustainable enhancement of corporate value and promote value sharing between directors and shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock | SAXA,Inc. (6675) timely disclosure | Komori