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Share Issuance and Disposal6958CMK CORPORATIONElectrical Equipment and Precision Instruments

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

The Company has decided to issue 38,082 common shares to 4 eligible directors and 8 executive officers as restricted stock compensation. The consideration for the shares will be paid through an in-kind contribution of monetary compensation receivables to be granted to the eligible recipients.

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Direction
Neutral
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Scale
38082
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much38,082Shares

38,082 common shares (new shares)

4 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)26,550 shares
8 executive officers who do not concurrently serve as directors of the Company11,532 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.

¥648 per share
Total issue value

¥24,677,136

Total Stock-Based Compensation
Total monetary compensation receivables of ¥24,677,136. The total amount of monetary compensation receivables for directors is capped at ¥40 million 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
From the payment date until the later of the date on which the recipient retires or resigns as a director or executive officer of the Company, or the date on which the Company's semiannual report for the fiscal year containing the payment date is filed.
Conditions for lifting transfer restrictions
Provided that the recipient remains a director or executive officer of the Company continuously until the conclusion of the Company's first annual general meeting of shareholders to be held after the payment date, all shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of retirement or resignation for a valid reason, or death, the number of shares released will be determined in proportion to the recipient's period of service.
Reason for acquisition without consideration
If the recipient retires or resigns during the restriction period without a valid reason, or if any shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 26,550 shares, Category Executive officers who do not concurrently serve as directors of the Company / Number of Employees 8 independent officers / Number of allocated shares 11,532 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, gifted during the donor's lifetime or otherwise disposed of from the payment date until the later of the date on which the recipient retires or resigns as a director or executive officer of the Company, or the date on which the Company's semiannual report for the fiscal year containing the payment date is filed. The holding policy after the lifting of the transfer restrictions is not disclosed.
Payment date
21 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, 23 July 2026, was ¥648. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 66th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the total amount of monetary compensation receivables, total number of shares and transfer restriction period for the grant of restricted stock.
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 of38,082 common shares (new shares)
Issue price and disposal price¥648 per share
Total issue value¥24,677,136
Payment date21 August 2026
Intended allotteeCategory 4 of the Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 26,550 shares, Category 8 executive officers who do not concurrently serve as directors of the Company / Number of Shares 11,532 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, gifted during the donor's lifetime or otherwise disposed of from the payment date until the later of the date on which the recipient retires or resigns as a director or executive officer of the Company, or the date on which the Company's semiannual report for the fiscal year containing the payment date is filed. The holding policy after the lifting of the transfer restrictions 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, 23 July 2026, was ¥648. No discount or premium rate was disclosed.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or resigns as a director or executive officer of the Company, or the date on which the Company's semiannual report for the fiscal year containing the payment date is filed.
Conditions for lifting transfer restrictionsProvided that the recipient remains a director or executive officer of the Company continuously until the conclusion of the Company's first annual general meeting of shareholders to be held after the payment date, all shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of retirement or resignation for a valid reason, or death, the number of shares released will be determined in proportion to the recipient's period of service.
Reason for acquisition without considerationIf the recipient retires or resigns during the restriction period without a valid reason, or if any shares remain subject to transfer restrictions when the restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 26,550 shares, Category Executive officers who do not concurrently serve as directors of the Company / Number of Employees 8 independent officers / Number of allocated shares 11,532 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥24,677,136. The total amount of monetary compensation receivables for directors is capped at ¥40 million per year.
Procedures under the Corporate Code of ConductAt the 66th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the total amount of monetary compensation receivables, total number of shares and transfer restriction period for the grant of restricted stock.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 eligible directors and other recipients with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | CMK CORPORATION (6958) timely disclosure | Komori