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Share Issuance and Disposal7242KYB CorporationAutomobiles and transportation equipment

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation, etc., for Directors (excluding Outside Directors) and Executive Officers

The Company resolved to dispose of 11,116 treasury shares as restricted stock to 3 directors under its performance-linked stock compensation plan. The transfer restrictions on the shares will be lifted subject to conditions including remaining in office for a specified period.

Worth reading
44Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
11116
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation, etc.

Who receives how much11,116Shares

11,116 common shares of the Company (treasury shares)

3 directors of the CompanyTotal of 11,116 shares

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

¥3,830 per share
Total issue value

¥42,574,280

Total Stock-Based Compensation
¥42,574,280 (annual compensation limit: no more than ¥75 million)
Specific use of funds
not disclosed (no fund-raising involved)
発行済株式総数

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

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 3 July 2026 (the allotment date) until the date on which the recipient ceases to hold all positions as a director, audit & supervisory board member, executive officer, adviser or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the relevant positions from the allotment date until the Company's semiannual report for the fiscal year ending March 2027 is submitted. The transfer restrictions will also be lifted if the recipient ceases to hold the relevant position due to death or another reason deemed valid by the Company's Board of Directors. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted before the effective date pursuant to a resolution of the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the end of the restriction period or at another time specified in the agreement.
Categories and Number of Persons Covered
3 directors of the Company, totaling 11,116 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted subject to the recipient remaining continuously in one of the prescribed positions from the allotment date until the Company's semiannual report for the fiscal year ending March 2027 is submitted, among other conditions.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, ¥3,830. There is no discount or premium.
Procedures under the Corporate Code of Conduct
Approval was obtained at the 100th Annual General Meeting of Shareholders held on 23 June 2022 for this plan, the limits on the number of shares and compensation amount, and the transfer restriction period.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation, etc.
Number of shares to be issued or disposed of11,116 common shares of the Company (treasury shares)
Issue price and disposal price¥3,830 per share
Total issue value¥42,574,280
Specific use of fundsnot disclosed (no fund-raising involved)
Intended allotteeCategory 3 directors of the Company / Number of Shares Total of 11,116 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted subject to the recipient remaining continuously in one of the prescribed positions from the allotment date until the Company's semiannual report for the fiscal year ending March 2027 is submitted, among other conditions.
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 closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, ¥3,830. There is no discount or premium.
Transfer restriction periodFrom 3 July 2026 (the allotment date) until the date on which the recipient ceases to hold all positions as a director, audit & supervisory board member, executive officer, adviser or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the relevant positions from the allotment date until the Company's semiannual report for the fiscal year ending March 2027 is submitted. The transfer restrictions will also be lifted if the recipient ceases to hold the relevant position due to death or another reason deemed valid by the Company's Board of Directors. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted before the effective date pursuant to a resolution of the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the end of the restriction period or at another time specified in the agreement.
Categories and Number of Persons Covered3 directors of the Company, totaling 11,116 shares
Total Stock-Based Compensation¥42,574,280 (annual compensation limit: no more than ¥75 million)
Procedures under the Corporate Code of ConductApproval was obtained at the 100th Annual General Meeting of Shareholders held on 23 June 2022 for this plan, the limits on the number of shares and compensation amount, and the transfer restriction period.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesPayment dateDilution 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 an incentive for the sustained enhancement of the corporate value of the Company Group and promote shared value with shareholders. The shares will also be granted as compensation for the performance of duties as directors, based on performance during the evaluation period.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation, etc., for Directors (excluding Outside Directors) and Executive Officers | KYB Corporation (7242) timely disclosure | Komori