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Share Issuance and Disposal7269SUZUKI MOTOR CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 400,560 treasury shares as restricted stock compensation for 20,028 employees who meet certain conditions. The shares will be allotted on 1 July 2027 and, in principle, may not be transferred until 30 June 2032.

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43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
400560
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much400,560Shares

400,560 treasury shares

Employees of the Company20,028 people / 400,560 shares

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

¥2,059.5 per share
Amount of funds to be raised

Total payment amount: ¥824,953,320; estimated net proceeds: not disclosed (disposal through an in-kind contribution of compensation receivables)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥824,953,320
発行済株式総数

0.02%

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 1 July 2027 to 30 June 2032
Conditions for lifting transfer restrictions
In principle, all shares held at the end of the restriction period will be released from the transfer restrictions, provided that the allottee has continuously held employee status with the Company throughout the restriction period. If the employee leaves the Company for a reason the Board of Directors deems legitimate, the restrictions will be released immediately after departure. Conditions for releasing the restrictions in the event of a corporate reorganisation or other similar event have also been established.
Reason for acquisition without consideration
If the employee leaves the Company before the end of the restriction period without a reason the Board of Directors deems legitimate. If any shares remain subject to transfer restrictions at the end of the restriction period.
Categories and Number of Persons Covered
20,028 employees of the Company, 400,560 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
1 July 2027
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 October 2026 was ¥2,059.5. No discount or premium was specified.
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 of400,560 treasury shares
Issue price and disposal price¥2,059.5 per share
Amount of funds to be raisedTotal payment amount: ¥824,953,320; estimated net proceeds: not disclosed (disposal through an in-kind contribution of compensation receivables)
Payment date1 July 2027
Intended allotteeName Employees of the Company / Number of Employees 20,028 people / Number of Shares 400,560 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution Rate0.02%
Total number of issued shares1,964,586,400 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 13 October 2026 was ¥2,059.5. No discount or premium was specified.
Transfer restriction periodFrom 1 July 2027 to 30 June 2032
Conditions for lifting transfer restrictionsIn principle, all shares held at the end of the restriction period will be released from the transfer restrictions, provided that the allottee has continuously held employee status with the Company throughout the restriction period. If the employee leaves the Company for a reason the Board of Directors deems legitimate, the restrictions will be released immediately after departure. Conditions for releasing the restrictions in the event of a corporate reorganisation or other similar event have also been established.
Reason for acquisition without considerationIf the employee leaves the Company before the end of the restriction period without a reason the Board of Directors deems legitimate. If any shares remain subject to transfer restrictions at the end of the restriction period.
Categories and Number of Persons Covered20,028 employees of the Company, 400,560 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥824,953,320
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 purpose is to foster an awareness among employees that the Company's medium- to long-term growth and enhancement of corporate value are matters in which they have a personal stake, by having them hold the Company's shares and encouraging them to take a proactive approach to their work. The Company also states that the dilution is immaterial at 0.02% and reasonable in light of the purpose of the scheme.

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