Komori
Share Issuance and Disposal6848DKK-TOA CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 37,765 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 7 directors and 9 executive officers, and the payment date is 4 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

37,765 common shares of the Company (7 directors: 26,542 shares; 9 executive officers: 11,223 shares)

7 directors of the Company (excluding outside directors)26,542 shares
9 of the Company's executive officers11,223 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.

¥866 per share
Total issue value

¥32,704,490

Amount of funds to be raised
Total payment amount: ¥32,704,490; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥32,704,490. The annual compensation limit for monetary compensation receivables granted to the eligible directors is ¥60 million or less.
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 4 August 2026 until the date on which the recipient retires from all positions as a director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as either a director or executive officer of the Company throughout the service period, all of the shares allocated under this arrangement will be released from the transfer restrictions when the transfer restriction period expires. In the event of retirement for a valid reason, the number of shares to be released and the release date will be reasonably adjusted as necessary.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the transfer restriction period expires, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will automatically acquire without consideration any shares that remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 26,542 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 11,223 shares
Intended allottee's holding policy
Transfer restrictions will apply from 4 August 2026 until the date on which the recipient retires from all positions as a director or executive officer of the Company.
Payment date
4 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 6 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥866. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 79th Annual General Meeting of Shareholders held on 27 June 2023, approval was obtained for the introduction of a restricted stock compensation plan, including the total compensation amount and the maximum number of shares.
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 of37,765 common shares of the Company (7 directors: 26,542 shares; 9 executive officers: 11,223 shares)
Issue price and disposal price¥866 per share
Total issue value¥32,704,490
Amount of funds to be raisedTotal payment amount: ¥32,704,490; estimated net proceeds: Not disclosed
Payment date4 August 2026
Intended allotteeName 7 directors of the Company (excluding outside directors) / Number of Shares 26,542 shares, Name 9 of the Company's executive officers / Number of Shares 11,223 shares
Intended allottee's holding policyTransfer restrictions will apply from 4 August 2026 until the date on which the recipient retires from all positions as a director or executive officer of the Company.
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 6 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥866. No discount or premium was applied.
Transfer restriction periodFrom 4 August 2026 until the date on which the recipient retires from all positions as a director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as either a director or executive officer of the Company throughout the service period, all of the shares allocated under this arrangement will be released from the transfer restrictions when the transfer restriction period expires. In the event of retirement for a valid reason, the number of shares to be released and the release date will be reasonably adjusted as necessary.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the transfer restriction period expires, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will automatically acquire without consideration any shares that remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 26,542 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 11,223 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥32,704,490. The annual compensation limit for monetary compensation receivables granted to the eligible directors is ¥60 million or less.
Procedures under the Corporate Code of ConductAt the 79th Annual General Meeting of Shareholders held on 27 June 2023, approval was obtained for the introduction of a restricted stock compensation plan, including the total compensation amount and the maximum number of shares.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | DKK-TOA CORPORATION (6848) timely disclosure | Komori