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Share Issuance and Disposal7220MUSASHI SEIMITSU INDUSTRY CO.,LTD.Automobiles and transportation equipment

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

The Company resolved to issue 14,300 new common shares as restricted stock compensation to its directors and executive officers. The shares may not be transferred for 3 years, and the transfer restrictions will be lifted if certain conditions are met.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
14300
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much14,300Shares

14,300 common shares

6 of the Company's Directors (excluding Directors who are Audit & Supervisory Committee Members), including 4 Outside Directors8,200 shares
2 directors of the Company who are Audit and Supervisory Committee members (including 2 outside directors)1,400 shares
11 executive officers who do not concurrently serve as directors4,700 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.

¥3,970 per share
Total issue value

¥56,771,000

Amount of funds to be raised
Total payment amount: ¥56,771,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables: ¥56,771,000. The annual compensation limits are ¥250 million or less under Plan I (including ¥40 million or less for outside directors) and ¥20 million or less under Plan II.
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
3 years from 24 July 2026
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares held at the end of the restricted transfer period will be lifted, provided that the recipient has continuously held a position as a director or executive officer of the Company or as a director of a subsidiary throughout the restricted transfer period. If the recipient leaves the position for a valid reason or due to death, the period from the payment date to the date of departure or other event will be deemed to be the restricted transfer period, and the restrictions will be lifted.
Reason for acquisition without consideration
If the transfer restrictions have not been lifted at the end of the restricted transfer period, or if the Board of Directors determines that an eligible recipient has materially breached the allocation agreement, among other cases.
Categories and Number of Persons Covered
6 directors of the Company, excluding directors who are Audit and Supervisory Committee members: 8,200 shares (including 4 outside directors: 2,800 shares); 2 directors of the Company who are Audit and Supervisory Committee members: 1,400 shares (including 2 outside directors: 1,400 shares); 11 executive officers who do not concurrently serve as directors: 4,700 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The restricted transfer period is 3 years from 24 July 2026.
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, the business day preceding the date of the Board of Directors' resolution, was ¥3,970. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 90th Annual General Meeting of Shareholders held on 23 June 2017, approval was obtained for the total compensation amount and restricted transfer period under Plan I. At the 99th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the total compensation amount and restricted transfer period under Plan II.
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 of14,300 common shares
Issue price and disposal price¥3,970 per share
Total issue value¥56,771,000
Amount of funds to be raisedTotal payment amount: ¥56,771,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 6 of the Company's Directors (excluding Directors who are Audit & Supervisory Committee Members), including 4 Outside Directors / Number of Shares 8,200 shares, Name 2 directors of the Company who are Audit and Supervisory Committee members (including 2 outside directors) / Number of Shares 1,400 shares, Name 11 executive officers who do not concurrently serve as directors / Number of Shares 4,700 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The restricted transfer period is 3 years from 24 July 2026.
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, the business day preceding the date of the Board of Directors' resolution, was ¥3,970. No discount or premium rate was stated.
Transfer restriction period3 years from 24 July 2026
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares held at the end of the restricted transfer period will be lifted, provided that the recipient has continuously held a position as a director or executive officer of the Company or as a director of a subsidiary throughout the restricted transfer period. If the recipient leaves the position for a valid reason or due to death, the period from the payment date to the date of departure or other event will be deemed to be the restricted transfer period, and the restrictions will be lifted.
Reason for acquisition without considerationIf the transfer restrictions have not been lifted at the end of the restricted transfer period, or if the Board of Directors determines that an eligible recipient has materially breached the allocation agreement, among other cases.
Categories and Number of Persons Covered6 directors of the Company, excluding directors who are Audit and Supervisory Committee members: 8,200 shares (including 4 outside directors: 2,800 shares); 2 directors of the Company who are Audit and Supervisory Committee members: 1,400 shares (including 2 outside directors: 1,400 shares); 11 executive officers who do not concurrently serve as directors: 4,700 shares
Total Stock-Based CompensationMonetary compensation receivables: ¥56,771,000. The annual compensation limits are ¥250 million or less under Plan I (including ¥40 million or less for outside directors) and ¥20 million or less under Plan II.
Procedures under the Corporate Code of ConductAt the 90th Annual General Meeting of Shareholders held on 23 June 2017, approval was obtained for the total compensation amount and restricted transfer period under Plan I. At the 99th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the total compensation amount and restricted transfer period under Plan II.
Items this document does not state (13)
Estimated 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 incentives for enhancing the corporate value of the Group and promote the sharing of value between the eligible recipients and shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | MUSASHI SEIMITSU INDUSTRY CO.,LTD. (7220) timely disclosure | Komori