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Share Issuance and Disposal6862MINATO HOLDINGS INC.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 99,500 treasury shares as restricted stock compensation for 50 directors and executive officers of the Company and its subsidiaries. In principle, the shares may not be transferred until the recipients retire from their respective positions or otherwise cease to hold them.

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Neutral
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Scale
99500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much99,500Shares

99,500 common shares of the Company (treasury shares)

Directors and executive officers of the Company and its subsidiaries (excluding directors who are Audit and Supervisory Committee members and including outside directors)48 / 94,000 shares
Directors of the Company who are Audit and Supervisory Committee members (including outside directors)2 / 5,500 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.

¥1,863 per share
Total issue value

¥185,368,500

Amount of funds to be raised
Total payment amount: ¥185,368,500 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary remuneration claims: ¥185,368,500. The remuneration framework is capped at ¥200 million per year (up to ¥170 million per year for directors excluding directors who are Audit and Supervisory Committee members, including up to ¥30 million per year for outside directors, and up to ¥30 million per year for directors who are Audit and Supervisory Committee members).
発行済株式総数

As this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed

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 the date of allocation until the later of the time immediately after the recipient retires from their prescribed position or the time immediately after three months have elapsed following the end of the fiscal year in which the recipient received the shares
Conditions for lifting transfer restrictions
The recipient must continuously hold a prescribed position at the Company or one of its subsidiaries throughout the transfer restriction period. If the recipient retires for a legitimate reason, the number of shares released from the restrictions and the timing of such release will be reasonably adjusted.
Reason for acquisition without consideration
If the recipient retires from their prescribed position before the end of the transfer restriction period, except where the Board of Directors recognizes a legitimate reason, or if the transfer restrictions have not been lifted when the transfer restriction period expires. The Company will also acquire without consideration any shares whose restrictions were not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
Directors and executive officers of the Company and its subsidiaries (excluding directors who are Audit and Supervisory Committee members and including outside directors): 48 people, 94,000 shares; directors of the Company who are Audit and Supervisory Committee members (including outside directors): 2 people, 5,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. In principle, the recipients will hold the shares until the later of the date on which they retire from their prescribed positions or the date three months after the end of the fiscal year in which they received the shares.
Payment date
19 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 the business day immediately preceding the date of the Board of Directors' resolution, 21 July 2026, was ¥1,863. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The restricted stock compensation plan, transfer restriction period and remuneration framework were approved at the 67th Annual General Meeting of Shareholders held on 23 June 2023, the 68th Annual General Meeting of Shareholders held on 27 June 2024, and the 70th Annual General Meeting of Shareholders held on 26 June 2026.
Impact on Business Performance
The impact of this matter on business performance was 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 of99,500 common shares of the Company (treasury shares)
Issue price and disposal price¥1,863 per share
Total issue value¥185,368,500
Amount of funds to be raisedTotal payment amount: ¥185,368,500 (estimated net proceeds: Not disclosed)
Payment date19 August 2026
Intended allotteeName Directors and executive officers of the Company and its subsidiaries (excluding directors who are Audit and Supervisory Committee members and including outside directors) / Number of Employees 48 / Number of Shares 94,000 shares, Name Directors of the Company who are Audit and Supervisory Committee members (including outside directors) / Number of Employees 2 / Number of Shares 5,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. In principle, the recipients will hold the shares until the later of the date on which they retire from their prescribed positions or the date three months after the end of the fiscal year in which they received the shares.
Total number of issued sharesAs this is a disposal of treasury shares, an increase in the total number of issued shares is Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 21 July 2026, was ¥1,863. No discount or premium applies.
Transfer restriction periodFrom the date of allocation until the later of the time immediately after the recipient retires from their prescribed position or the time immediately after three months have elapsed following the end of the fiscal year in which the recipient received the shares
Conditions for lifting transfer restrictionsThe recipient must continuously hold a prescribed position at the Company or one of its subsidiaries throughout the transfer restriction period. If the recipient retires for a legitimate reason, the number of shares released from the restrictions and the timing of such release will be reasonably adjusted.
Reason for acquisition without considerationIf the recipient retires from their prescribed position before the end of the transfer restriction period, except where the Board of Directors recognizes a legitimate reason, or if the transfer restrictions have not been lifted when the transfer restriction period expires. The Company will also acquire without consideration any shares whose restrictions were not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons CoveredDirectors and executive officers of the Company and its subsidiaries (excluding directors who are Audit and Supervisory Committee members and including outside directors): 48 people, 94,000 shares; directors of the Company who are Audit and Supervisory Committee members (including outside directors): 2 people, 5,500 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥185,368,500. The remuneration framework is capped at ¥200 million per year (up to ¥170 million per year for directors excluding directors who are Audit and Supervisory Committee members, including up to ¥30 million per year for outside directors, and up to ¥30 million per year for directors who are Audit and Supervisory Committee members).
Procedures under the Corporate Code of ConductThe restricted stock compensation plan, transfer restriction period and remuneration framework were approved at the 67th Annual General Meeting of Shareholders held on 23 June 2023, the 68th Annual General Meeting of Shareholders held on 27 June 2024, and the 70th Annual General Meeting of Shareholders held on 26 June 2026.
Impact on Business PerformanceThe impact of this matter on business performance was not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 an incentive to achieve sustained growth in the Company's corporate value and to promote greater value sharing with shareholders. In addition, by requiring the eligible directors and executive officers to hold the restricted stock until they retire from their respective positions, the Company seeks to enhance their contribution to sustained growth in corporate value and achieve the greatest possible sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MINATO HOLDINGS INC. (6862) timely disclosure | Komori