Komori
Share Issuance and Disposal8037KAMEI CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 34,950 treasury shares as restricted stock compensation for its directors, executive officers and employees. The disposal price is ¥3,755 per share, and the total disposal value is ¥131,237,250.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
34950
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,950Shares

34,950 common shares of the Company (treasury shares)

9 directors of the Company, including outside directors12,700 shares
3 audit & supervisory board members of the Company, including outside audit & supervisory board members1,400 shares
6 executive officers of the Company1,200 shares
181 employees of the Company19,650 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.

¥3,755 per share
Total issue value

¥131,237,250

Amount of funds to be raised
Total amount paid: ¥131,237,250. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥131,237,250. Compensation for eligible directors: up to ¥90 million per year, including up to ¥13 million for outside directors. Compensation for eligible audit & supervisory board members: up to ¥15 million per year, including up to ¥5 million for outside audit & supervisory board members.
発行済株式総数

0.11% (of the total number of issued shares as of 30 June 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
Restricted Stock I: From 21 August 2026 until the date on which the relevant recipient of Restricted Stock I ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company. Restricted Stock II: From 21 August 2026 until the date on which the relevant recipient of Restricted Stock II ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company. Restricted Stock III: From 21 August 2026 to 20 August 2031.
Conditions for lifting transfer restrictions
For Restricted Stock I, the recipient must continue to hold the prescribed position until the first annual general meeting of shareholders to be held thereafter. For Restricted Stock II and Restricted Stock III, the recipient must continue to hold the prescribed position or remain an employee until the end of the first fiscal year to end thereafter. In the event of resignation or retirement for a valid reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If, before the prescribed date, the recipient resigns from the relevant position or retires as an employee without a valid reason. If any shares remain subject to restrictions when the transfer restriction period expires. If any shares remain subject to restrictions due to a corporate reorganization or similar event.
Categories and Number of Persons Covered
Directors: 9 people, 12,700 shares; audit & supervisory board members: 3 people, 1,400 shares; executive officers: 6 people, 1,200 shares; employees: 181 people, 19,650 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 July 2026 was ¥3,755. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 113th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and the related compensation limits.
Impact on Business Performance
No disclosure has been made regarding the impact on financial results: Not disclosed
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 of34,950 common shares of the Company (treasury shares)
Issue price and disposal price¥3,755 per share
Total issue value¥131,237,250
Amount of funds to be raisedTotal amount paid: ¥131,237,250. Estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName 9 directors of the Company, including outside directors / Number of Shares 12,700 shares, Name 3 audit & supervisory board members of the Company, including outside audit & supervisory board members / Number of Shares 1,400 shares, Name 6 executive officers of the Company / Number of Shares 1,200 shares, Name 181 employees of the Company / Number of Shares 19,650 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed
Dilution Rate0.11% (of the total number of issued shares as of 30 June 2026)
Total number of issued shares32,991,969 shares → 32,991,969 shares(0%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 July 2026 was ¥3,755. No discount or premium applies.
Transfer restriction periodRestricted Stock I: From 21 August 2026 until the date on which the relevant recipient of Restricted Stock I ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company. Restricted Stock II: From 21 August 2026 until the date on which the relevant recipient of Restricted Stock II ceases to hold any position as a director, audit & supervisory board member or executive officer of the Company. Restricted Stock III: From 21 August 2026 to 20 August 2031.
Conditions for lifting transfer restrictionsFor Restricted Stock I, the recipient must continue to hold the prescribed position until the first annual general meeting of shareholders to be held thereafter. For Restricted Stock II and Restricted Stock III, the recipient must continue to hold the prescribed position or remain an employee until the end of the first fiscal year to end thereafter. In the event of resignation or retirement for a valid reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf, before the prescribed date, the recipient resigns from the relevant position or retires as an employee without a valid reason. If any shares remain subject to restrictions when the transfer restriction period expires. If any shares remain subject to restrictions due to a corporate reorganization or similar event.
Categories and Number of Persons CoveredDirectors: 9 people, 12,700 shares; audit & supervisory board members: 3 people, 1,400 shares; executive officers: 6 people, 1,200 shares; employees: 181 people, 19,650 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥131,237,250. Compensation for eligible directors: up to ¥90 million per year, including up to ¥13 million for outside directors. Compensation for eligible audit & supervisory board members: up to ¥15 million per year, including up to ¥5 million for outside audit & supervisory board members.
Procedures under the Corporate Code of ConductAt the 113th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and the related compensation limits.
Impact on Business PerformanceNo disclosure has been made regarding the impact on financial results: Not disclosed
Items this document does not state (10)
Estimated 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 provide an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders. The dilution is also immaterial at 0.11% of the total number of issued shares, and the Company has determined that the transaction is reasonable in light of the purpose of the plan.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KAMEI CORPORATION (8037) timely disclosure | Komori