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Share Issuance and Disposal7003MITSUI E&S Co.,Ltd.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,405 treasury shares as restricted stock compensation to 3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors. The disposal price is ¥4,109 per share, for a total of ¥46,863,145.

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46863145
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,405Shares

11,405 common shares of the Company (treasury shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)11,405 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥4,109 per share
Amount of funds to be raised

Total payment amount: ¥46,863,145; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables: ¥46,863,145. The annual compensation limit is ¥68 million or less, and the annual limit on the number of shares granted is 16,000 shares.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 holder retires from any position as a director of the Company, excluding a director who is an Audit and Supervisory Committee member, or any other position designated by the Company's Board of Directors, except where the holder is reappointed concurrently with retirement
Conditions for lifting transfer restrictions
Provided that the holder continuously remains in the prescribed position throughout the service period, all transfer restrictions will generally be lifted upon expiration of the transfer restriction period. If the holder retires during the period for a legitimate reason, the number of shares released will be reasonably adjusted according to the timing of retirement. In the event of a reorganization, a reasonably determined number of shares, including zero, will be released.
Reason for acquisition without consideration
Retirement before the end of the service period, except where the Board of Directors recognizes a legitimate reason; shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period; a material violation of laws, regulations or internal rules during the transfer restriction period; a sentence of imprisonment or more severe punishment; or any other event equivalent to these.
Categories and Number of Persons Covered
3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 11,405 shares
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 25 June 2026 was ¥4,109. Discount/premium: 0%.
Procedures under the Corporate Code of Conduct
At the 123rd Annual General Meeting of Shareholders held on 26 June 2026, the Company obtained approval to grant restricted stock compensation. Following deliberation and a recommendation by the Compensation Committee, the Board of Directors determined the specific allocations.
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 of11,405 common shares of the Company (treasury shares)
Issue price and disposal price¥4,109 per share
Amount of funds to be raisedTotal payment amount: ¥46,863,145; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 11,405 shares
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026 was ¥4,109. Discount/premium: 0%.
Transfer restriction periodFrom 24 July 2026 until the date on which the holder retires from any position as a director of the Company, excluding a director who is an Audit and Supervisory Committee member, or any other position designated by the Company's Board of Directors, except where the holder is reappointed concurrently with retirement
Conditions for lifting transfer restrictionsProvided that the holder continuously remains in the prescribed position throughout the service period, all transfer restrictions will generally be lifted upon expiration of the transfer restriction period. If the holder retires during the period for a legitimate reason, the number of shares released will be reasonably adjusted according to the timing of retirement. In the event of a reorganization, a reasonably determined number of shares, including zero, will be released.
Reason for acquisition without considerationRetirement before the end of the service period, except where the Board of Directors recognizes a legitimate reason; shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period; a material violation of laws, regulations or internal rules during the transfer restriction period; a sentence of imprisonment or more severe punishment; or any other event equivalent to these.
Categories and Number of Persons Covered3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 11,405 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥46,863,145. The annual compensation limit is ¥68 million or less, and the annual limit on the number of shares granted is 16,000 shares.
Procedures under the Corporate Code of ConductAt the 123rd Annual General Meeting of Shareholders held on 26 June 2026, the Company obtained approval to grant restricted stock compensation. Following deliberation and a recommendation by the Compensation Committee, the Board of Directors determined the specific allocations.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution 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 the eligible directors with an incentive to continuously enhance corporate value and promote value sharing with shareholders through long-term incentive compensation in place of cash compensation linked to the share price.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MITSUI E&S Co.,Ltd. (7003) timely disclosure | Komori