Komori
Share Issuance and Disposal7254UNIVANCE CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 108,361 treasury shares as restricted stock to directors, executive officers and managerial employees in exchange for the in-kind contribution of monetary compensation claims.

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Neutral
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Scale
108361
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much108,361Shares

108,361 shares of the Company's common stock (treasury shares)

Directors who are not Audit & Supervisory Committee members (including outside directors)4 / 10,371 shares
Directors who are Audit & Supervisory Committee members (including outside directors)4 / 6,223 shares
Executive officers (including fellows holding executive officer-equivalent positions)6 / 16,182 shares
Managerial employees78 / 75,585 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.

¥723 per share
Total issue value

¥78,345,003

Amount of funds to be raised
Total payment amount of ¥78,345,003; approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims totaling ¥78,345,003 for all recipients
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 27 July 2026 until the date on which directors, executive officers and fellows retire from all of their respective positions, and until the date on which employees leave the Company
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restriction period. If a recipient retires from office or leaves the Company during the period due to death or another reason deemed legitimate by the Company, all restrictions will be lifted on the following day. In the event of a reorganization or other similar transaction, all restrictions will be lifted immediately before the business day preceding the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without consideration
If a recipient falls under any grounds for acquisition without consideration stipulated in the allocation agreement, or if the restrictions have not been lifted upon expiration of the restriction period, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered
4 directors who are not Audit & Supervisory Committee members: 10,371 shares; 4 directors who are Audit & Supervisory Committee members: 6,223 shares; 6 executive officers: 16,182 shares; 78 managerial employees: 75,585 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
27 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥723. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 91st Annual General Meeting of Shareholders held on 26 June 2024, approval was obtained for the restricted stock compensation plan for directors.
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 of108,361 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥723 per share
Total issue value¥78,345,003
Amount of funds to be raisedTotal payment amount of ¥78,345,003; approximate net proceeds: Not disclosed
Payment date27 July 2026
Intended allotteeCategory Directors who are not Audit & Supervisory Committee members (including outside directors) / Number of Employees 4 / Number of Shares 10,371 shares, Category Directors who are Audit & Supervisory Committee members (including outside directors) / Number of Employees 4 / Number of Shares 6,223 shares, Category Executive officers (including fellows holding executive officer-equivalent positions) / Number of Employees 6 / Number of Shares 16,182 shares, Category Managerial employees / Number of Employees 78 / Number of Shares 75,585 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥723. No discount or premium was applied.
Transfer restriction periodFrom 27 July 2026 until the date on which directors, executive officers and fellows retire from all of their respective positions, and until the date on which employees leave the Company
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restriction period. If a recipient retires from office or leaves the Company during the period due to death or another reason deemed legitimate by the Company, all restrictions will be lifted on the following day. In the event of a reorganization or other similar transaction, all restrictions will be lifted immediately before the business day preceding the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without considerationIf a recipient falls under any grounds for acquisition without consideration stipulated in the allocation agreement, or if the restrictions have not been lifted upon expiration of the restriction period, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered4 directors who are not Audit & Supervisory Committee members: 10,371 shares; 4 directors who are Audit & Supervisory Committee members: 6,223 shares; 6 executive officers: 16,182 shares; 78 managerial employees: 75,585 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥78,345,003 for all recipients
Procedures under the Corporate Code of ConductAt the 91st Annual General Meeting of Shareholders held on 26 June 2024, approval was obtained for the restricted stock compensation plan for directors.
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 directors, executive officers and employees with an incentive to achieve sustained growth in the Company's corporate value and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | UNIVANCE CORPORATION (7254) timely disclosure | Komori