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Share Issuance and Disposal7259AISIN CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 183,119 treasury shares as restricted stock compensation to 22 directors, executive officers and executive management personnel. The disposal price is ¥2,389 per share, and the transfer restriction period is 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much183,119Shares

183,119 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)3 / 73,250 shares
The Company's executive officers who do not concurrently serve as directors8 independent officers / 70,319 shares
The Company's executive management members11 / 39,550 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.

¥2,389 per share
Total issue value

¥437,471,291

Total Stock-Based Compensation
Total monetary compensation receivables: ¥437,471,291
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
30 years (from 22 June 2026 to 21 June 2056)
Conditions for lifting transfer restrictions
For eligible directors, all transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that they continuously hold a position as a director of the Company during that period. For eligible executive officers and other eligible personnel, all transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that they continuously hold one of the following positions during that period: director of the Company, executive officer who does not concurrently serve as a director, or executive management personnel. If an eligible person retires upon expiration of their term, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted immediately after retirement. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allotted shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time when the restrictions are lifted due to retirement. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration all allotted shares for which the transfer restrictions have not been lifted immediately after the restrictions are lifted.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors): 73,250 shares; 8 executive officers of the Company who do not concurrently serve as directors: 70,319 shares; 11 executive management personnel of the Company: 39,550 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 22 June 2026 to 21 June 2056.
Payment date
22 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 19 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,389. The Company believes that this does not constitute a particularly favorable price.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Advisory Committee.
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 of183,119 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,389 per share
Total issue value¥437,471,291
Payment date22 June 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 73,250 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of Shares 70,319 shares, Category The Company's executive management members / Number of Employees 11 / Number of Shares 39,550 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 22 June 2026 to 21 June 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 19 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,389. The Company believes that this does not constitute a particularly favorable price.
Transfer restriction period30 years (from 22 June 2026 to 21 June 2056)
Conditions for lifting transfer restrictionsFor eligible directors, all transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that they continuously hold a position as a director of the Company during that period. For eligible executive officers and other eligible personnel, all transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that they continuously hold one of the following positions during that period: director of the Company, executive officer who does not concurrently serve as a director, or executive management personnel. If an eligible person retires upon expiration of their term, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted immediately after retirement. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allotted shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the time when the restrictions are lifted due to retirement. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration all allotted shares for which the transfer restrictions have not been lifted immediately after the restrictions are lifted.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors): 73,250 shares; 8 executive officers of the Company who do not concurrently serve as directors: 70,319 shares; 11 executive management personnel of the Company: 39,550 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥437,471,291
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Advisory Committee.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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.

The decision was made under the restricted stock compensation plan, which is intended to further promote the sharing of value with shareholders, following deliberation by the Nomination and Compensation Advisory Committee and taking into consideration the purpose of the plan, the Company's operating performance, 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 | AISIN CORPORATION (7259) timely disclosure | Komori