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Share Issuance and Disposal7022Sanoyas Holdings CorporationMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 338,708 treasury shares as stock compensation for its directors, executive officers and subsidiary directors. The shares will be delivered subject to a 30-year transfer restriction.

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338708
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much338,708Shares

338,708 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors and directors serving as Audit and Supervisory Committee members)111,801 shares
3 of the Company's executive officers30,212 shares
40 directors of the Company's subsidiaries196,695 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.

¥239 per share
Total issue value

¥80,951,212

Amount of funds to be raised
Total amount paid: ¥80,951,212. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥80,951,212
発行済株式総数

No increase in the total number of issued shares as a result of the disposal of treasury shares

As this is a disposal of treasury shares and the total number of issued shares will not increase, the dilution rate is Not disclosed

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares held at the end of the period will be lifted, provided that the recipient remains continuously in one of the positions of director or executive officer of the Company, or director or Audit & Supervisory Board member of a subsidiary of the Company, through the date of the first annual general meeting of shareholders held after 17 July 2026. If the recipient retires for a valid reason, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If, by the day before the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period, the recipient retires from a designated position at the Company or one of its subsidiaries, unless the Board of Directors recognizes a valid reason. Also, if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions following a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 3 / Number of allocated shares 111,801 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 30,212 shares, Category Directors of subsidiaries of the Company / Number of Employees 40 people / Number of allocated shares 196,695 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Payment date
17 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 22 June 2026 was ¥239. No discount or premium rate was stated.
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 of338,708 common shares of the Company (treasury shares)
Issue price and disposal price¥239 per share
Total issue value¥80,951,212
Amount of funds to be raisedTotal amount paid: ¥80,951,212. Estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Shares 111,801 shares, Category 3 of the Company's executive officers / Number of Shares 30,212 shares, Category 40 directors of the Company's subsidiaries / Number of Shares 196,695 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Dilution RateAs this is a disposal of treasury shares and the total number of issued shares will not increase, the dilution rate is Not disclosed
Total number of issued sharesNo increase in the total number of issued shares as a result of the 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 22 June 2026 was ¥239. No discount or premium rate was stated.
Transfer restriction period17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares held at the end of the period will be lifted, provided that the recipient remains continuously in one of the positions of director or executive officer of the Company, or director or Audit & Supervisory Board member of a subsidiary of the Company, through the date of the first annual general meeting of shareholders held after 17 July 2026. If the recipient retires for a valid reason, the restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf, by the day before the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period, the recipient retires from a designated position at the Company or one of its subsidiaries, unless the Board of Directors recognizes a valid reason. Also, if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions following a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 3 / Number of allocated shares 111,801 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 30,212 shares, Category Directors of subsidiaries of the Company / Number of Employees 40 people / Number of allocated shares 196,695 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥80,951,212
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 a medium- to long-term incentive to enhance the corporate value of the Group and further align the interests of the eligible recipients with those of shareholders by having them directly hold the Company's shares during their tenure.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sanoyas Holdings Corporation (7022) timely disclosure | Komori