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Share Issuance and Disposal7224ShinMaywa Industries,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 39,474 treasury shares as restricted stock compensation for directors, executive officers, corporate officers and directors of group companies. The disposal price is ¥2,047 per share, for a total disposal amount of ¥80,803,278.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much39,474Shares

39,474 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)9,405 shares
16 executive officers of the Company who do not concurrently serve as directors16,671 shares
15 corporate officers of the Company7,335 shares
7 directors of the Company's group companies6,063 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.

¥2,047 per share
Amount of funds to be raised

Total amount to be paid: ¥80,803,278 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥80,803,278. The annual compensation limit for the restricted stock compensation plan for eligible directors is ¥50 million or less.
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 immediately after the point at which the recipient retires or resigns from a prescribed position with the Company or one of its group companies
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously hold the prescribed positions throughout the applicable period, all transfer restrictions on the shares allocated under this plan will be lifted upon expiry of the transfer restriction period. In the event of retirement or resignation due to expiry of the term of office, reaching the retirement age or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient engages in an act violating laws or regulations or otherwise meets any of the specified conditions under the allocation agreement, or if the transfer restrictions are not lifted upon expiry of the transfer restriction period or at the time of lifting, the Company will acquire the relevant shares without consideration.
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 9,405 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 16 / Number of allocated shares 16,671 shares, Category Directors of the Company / Number of Employees 15 / Number of allocated shares 7,335 shares, Category Directors of the Company's group companies / Number of Employees 7 / Number of allocated shares 6,063 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Payment date
24 July 2026
Basis for determining the amount to be paid
The amount was based on the closing price of ¥2,047 for the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. The discount rate and premium rate are 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 of39,474 common shares of the Company (treasury shares)
Issue price and disposal price¥2,047 per share
Amount of funds to be raisedTotal amount to be paid: ¥80,803,278 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 9,405 shares, Name 16 executive officers of the Company who do not concurrently serve as directors / Number of Shares 16,671 shares, Name 15 corporate officers of the Company / Number of Shares 7,335 shares, Name 7 directors of the Company's group companies / Number of Shares 6,063 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe amount was based on the closing price of ¥2,047 for the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 until immediately after the point at which the recipient retires or resigns from a prescribed position with the Company or one of its group companies
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously hold the prescribed positions throughout the applicable period, all transfer restrictions on the shares allocated under this plan will be lifted upon expiry of the transfer restriction period. In the event of retirement or resignation due to expiry of the term of office, reaching the retirement age or another legitimate reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient engages in an act violating laws or regulations or otherwise meets any of the specified conditions under the allocation agreement, or if the transfer restrictions are not lifted upon expiry of the transfer restriction period or at the time of lifting, the Company will acquire the relevant shares without consideration.
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 9,405 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 16 / Number of allocated shares 16,671 shares, Category Directors of the Company / Number of Employees 15 / Number of allocated shares 7,335 shares, Category Directors of the Company's group companies / Number of Employees 7 / Number of allocated shares 6,063 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥80,803,278. The annual compensation limit for the restricted stock compensation plan for eligible directors is ¥50 million or less.
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

The purpose is to provide incentives for sustained enhancement of corporate value, achievement of performance targets and contribution to medium- to long-term enhancement of corporate value, as well as to promote value sharing with shareholders. In making this allocation, the Company considered the objectives of the restricted stock compensation plan, the Company's operating conditions, the scope of responsibilities of each eligible director and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ShinMaywa Industries,LTD. (7224) timely disclosure | Komori