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Share Issuance and Disposal7269SUZUKI MOTOR CORPORATIONAutomobiles and transportation equipment

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Restricted Stock Compensation

Suzuki Motor Corporation resolved to allot 109,900 treasury shares to 4 directors as performance-linked restricted stock compensation. The shares are subject to restrictions on transfer during the directors’ tenure, as well as conditions including the free acquisition of the shares upon certain types of departure or misconduct.

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109900
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked restricted stock compensation

Who receives how much109,900Shares

109,900 shares of the Company’s common stock (treasury shares)

4 of the Company's directors, excluding outside directors109,900 shares

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

¥2,029.5 per share
Total issue value

¥223,042,050

Total Stock-Based Compensation
Total monetary compensation receivables of ¥223,042,050. The total amount of monetary compensation receivables under the plan is capped at ¥500 million per year.
発行済株式総数

0.01% (as a percentage of the total number of shares issued as of 31 March 2026)

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 the date of delivery of the shares until the date on which the recipient retires from their position as a director of the Company
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted when the restriction period expires. If a recipient retires before the end of the restriction period for a legitimate reason, the timing of the lifting of the restrictions will be adjusted reasonably as necessary. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted before the effective date.
Reason for acquisition without consideration
If an eligible recipient retires from their position as a director of the Company, the Company will automatically acquire the allotted shares free of charge, unless the Board of Directors recognizes a legitimate reason. If the Board of Directors recognizes misconduct, a violation of laws or regulations, or similar conduct, it may demand the return of all or part of the shares held or of the shares after the transfer restrictions have been lifted.
Categories and Number of Persons Covered
4 of the Company’s directors (excluding outside directors), representing 109,900 shares. The standard number of shares to be delivered is 56,000 shares for 1 representative director and president, 30,000 shares for 1 representative director and executive vice president, 20,000 shares for 1 executive vice president, and 16,000 shares for 2 senior managing executive officers (no shares will be delivered to 1 of them because of their retirement).
Intended allottee's holding policy
Transfers, pledges and all other forms of disposal are prohibited until the date on which the eligible recipients retire from their positions as directors of the Company. The policy regarding holding the shares after the transfer restrictions are lifted is not disclosed: Not disclosed
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 13 July 2026, ¥2,029.5. The closing price on the immediately preceding business day was used as the reference price, with no discount or premium.
Procedures under the Corporate Code of Conduct
Approval of this plan and the compensation limits was obtained at the 159th Annual General Meeting of Shareholders held on 27 June 2025.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked restricted stock compensation
Number of shares to be issued or disposed of109,900 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥2,029.5 per share
Total issue value¥223,042,050
Payment date3 August 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 109,900 shares
Intended allottee's holding policyTransfers, pledges and all other forms of disposal are prohibited until the date on which the eligible recipients retire from their positions as directors of the Company. The policy regarding holding the shares after the transfer restrictions are lifted is not disclosed: Not disclosed
Dilution Rate0.01% (as a percentage of the total number of shares issued as of 31 March 2026)
Total number of issued shares1,964,586,400 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 13 July 2026, ¥2,029.5. The closing price on the immediately preceding business day was used as the reference price, with no discount or premium.
Transfer restriction periodFrom the date of delivery of the shares until the date on which the recipient retires from their position as a director of the Company
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted when the restriction period expires. If a recipient retires before the end of the restriction period for a legitimate reason, the timing of the lifting of the restrictions will be adjusted reasonably as necessary. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted before the effective date.
Reason for acquisition without considerationIf an eligible recipient retires from their position as a director of the Company, the Company will automatically acquire the allotted shares free of charge, unless the Board of Directors recognizes a legitimate reason. If the Board of Directors recognizes misconduct, a violation of laws or regulations, or similar conduct, it may demand the return of all or part of the shares held or of the shares after the transfer restrictions have been lifted.
Categories and Number of Persons Covered4 of the Company’s directors (excluding outside directors), representing 109,900 shares. The standard number of shares to be delivered is 56,000 shares for 1 representative director and president, 30,000 shares for 1 representative director and executive vice president, 20,000 shares for 1 executive vice president, and 16,000 shares for 2 senior managing executive officers (no shares will be delivered to 1 of them because of their retirement).
Total Stock-Based CompensationTotal monetary compensation receivables of ¥223,042,050. The total amount of monetary compensation receivables under the plan is capped at ¥500 million per year.
Procedures under the Corporate Code of ConductApproval of this plan and the compensation limits was obtained at the 159th Annual General Meeting of Shareholders held on 27 June 2025.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To enhance the incentive effect aimed at achieving the management targets set out in the medium-term management plan, “By Your Side,” and increasing corporate value over the medium to long term, while promoting the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Performance-Linked Restricted Stock Compensation | SUZUKI MOTOR CORPORATION (7269) timely disclosure | Komori