Komori
Share Issuance and Disposal7236T.RAD Co., Ltd.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 34,415 treasury shares as restricted stock compensation to 12 directors, audit & supervisory board members and managing executive officers. The payment date is 21 August 2026, and the disposal price is ¥1,470 per share.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,415Shares

34,415 common shares of the company (treasury shares)

5 directors (including 3 outside directors)18,495 shares
4 audit & supervisory board members5,984 shares
3 managing executive officers9,936 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.

¥1,470 per share
Total issue value

¥50,590,050

Amount of funds to be raised
Total payment amount: ¥50,590,050; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥50,590,050
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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
From 21 August 2026 (the payment date) until the date on which the eligible officer ceases to be a director, audit & supervisory board member, managing executive officer or executive officer
Conditions for lifting transfer restrictions
Provided that the eligible officer remains continuously in the designated position throughout the service provision period, all transfer restrictions on the allocated shares will be lifted upon expiry of the transfer restriction period. If the eligible officer ceases to hold the position for a reason deemed justifiable by the Board of Directors, including death, the transfer restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
Upon expiry of the transfer restriction period, the company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Stock Split Ratio10-for-1 share split, effective 1 July 2026 (a separate action already implemented and unrelated to this disposal)
Categories and Number of Persons Covered
Category Directors (including 3 outside directors) / Number of Employees 5 / Number of allocated shares 18,495 shares, Category Statutory Auditors / Number of Employees 4 / Number of allocated shares 5,984 shares, Category Senior Executive Officer / Number of Employees 3 / Number of allocated shares 9,936 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 21 August 2026 until the date on which the holder ceases to be a director, audit & supervisory board member, managing executive officer or executive officer.
Payment date
21 August 2026
Basis for determining the amount to be paid
The average closing price of the company's common shares on the Tokyo Stock Exchange for the 30 business days through the business day immediately preceding 21 July 2026, ¥1,470. Discount rate/premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
Approval was obtained at the annual general meetings of shareholders held on 25 June 2020 and 25 June 2024 for the restricted stock compensation plan and the limits on compensation receivables and the number of shares.
Impact on Business Performance
The specific impact of this disposal of treasury shares on business performance is 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 of34,415 common shares of the company (treasury shares)
Issue price and disposal price¥1,470 per share
Total issue value¥50,590,050
Amount of funds to be raisedTotal payment amount: ¥50,590,050; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName 5 directors (including 3 outside directors) / Number of Shares 18,495 shares, Name 4 audit & supervisory board members / Number of Shares 5,984 shares, Name 3 managing executive officers / Number of Shares 9,936 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 21 August 2026 until the date on which the holder ceases to be a director, audit & supervisory board member, managing executive officer or executive officer.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe average closing price of the company's common shares on the Tokyo Stock Exchange for the 30 business days through the business day immediately preceding 21 July 2026, ¥1,470. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 21 August 2026 (the payment date) until the date on which the eligible officer ceases to be a director, audit & supervisory board member, managing executive officer or executive officer
Conditions for lifting transfer restrictionsProvided that the eligible officer remains continuously in the designated position throughout the service provision period, all transfer restrictions on the allocated shares will be lifted upon expiry of the transfer restriction period. If the eligible officer ceases to hold the position for a reason deemed justifiable by the Board of Directors, including death, the transfer restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationUpon expiry of the transfer restriction period, the company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (including 3 outside directors) / Number of Employees 5 / Number of allocated shares 18,495 shares, Category Statutory Auditors / Number of Employees 4 / Number of allocated shares 5,984 shares, Category Senior Executive Officer / Number of Employees 3 / Number of allocated shares 9,936 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥50,590,050
Stock Split Ratio10-for-1 share split, effective 1 July 2026 (a separate action already implemented and unrelated to this disposal)
Procedures under the Corporate Code of ConductApproval was obtained at the annual general meetings of shareholders held on 25 June 2020 and 25 June 2024 for the restricted stock compensation plan and the limits on compensation receivables and the number of shares.
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

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 the sustained enhancement of corporate and shareholder value over the medium to long term, promote value sharing with shareholders, encourage contributions to preventing damage to corporate value, and strengthen the desire to maintain the company's credibility.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | T.RAD Co., Ltd. (7236) timely disclosure | Komori