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Share Issuance and Disposal7309SHIMANO INC.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

SHIMANO INC. resolved to dispose of 3,746 treasury shares as restricted stock compensation to 4 directors and 10 executive officers. The disposal price is ¥16,855 per share, and the payment date is 8 May 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,746Shares

3,746 shares of the Company's common stock (treasury shares)

The Company's directors (excluding outside directors and foreign directors)4 / 2,020 shares
The Company's executive officers10 / 1,726 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.

¥16,855 per share
Amount of funds to be raised

Total payment amount: ¥63,138,830; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥63,138,830. The total amount of monetary compensation claims for eligible directors is capped at ¥80 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 8 May 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company. For executive officers, this period lasts until the later of the date of retirement as an executive officer and the mandatory retirement date under the Company's work rules.
Conditions for lifting transfer restrictions
Directors must continuously hold one of the positions of director, executive officer or employee of the Company until the first annual general meeting of shareholders held after 8 May 2026. Executive officers must do so until the last day of the fiscal year first ending after 8 May 2026. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient resigns or retires without a legitimate reason before the prescribed time, if any shares remain subject to the restrictions when the restricted period expires, or if the restrictions have not been lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category The Company's directors (excluding outside directors and foreign directors) / Number of Employees 4 / Number of allocated shares 2,020 shares, Category The Company's executive officers / Number of Employees 10 / Number of allocated shares 1,726 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The holding policy after the restrictions are lifted is Not disclosed.
Payment date
8 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026 was ¥16,855. No discount or premium rate was stated.
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 of3,746 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥16,855 per share
Amount of funds to be raisedTotal payment amount: ¥63,138,830; estimated net proceeds: Not disclosed
Payment date8 May 2026
Intended allotteeName The Company's directors (excluding outside directors and foreign directors) / Number of Employees 4 / Number of Shares 2,020 shares, Name The Company's executive officers / Number of Employees 10 / Number of Shares 1,726 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The holding policy after the restrictions are lifted is Not disclosed.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 22 April 2026 was ¥16,855. No discount or premium rate was stated.
Transfer restriction periodFrom 8 May 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company. For executive officers, this period lasts until the later of the date of retirement as an executive officer and the mandatory retirement date under the Company's work rules.
Conditions for lifting transfer restrictionsDirectors must continuously hold one of the positions of director, executive officer or employee of the Company until the first annual general meeting of shareholders held after 8 May 2026. Executive officers must do so until the last day of the fiscal year first ending after 8 May 2026. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient resigns or retires without a legitimate reason before the prescribed time, if any shares remain subject to the restrictions when the restricted period expires, or if the restrictions have not been lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory The Company's directors (excluding outside directors and foreign directors) / Number of Employees 4 / Number of allocated shares 2,020 shares, Category The Company's executive officers / Number of Employees 10 / Number of allocated shares 1,726 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥63,138,830. The total amount of monetary compensation claims for eligible directors is capped at ¥80 million per year.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

To provide directors and executive officers with an incentive to achieve sustained growth in 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 Compensation | SHIMANO INC. (7309) timely disclosure | Komori