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Share Issuance and Disposal9033Hiroshima Electric Railway Co.,Ltd.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,017 treasury shares as restricted stock compensation for 6 directors. The eligible directors may not transfer the shares until they retire from office, and the transfer restrictions will be lifted if certain conditions are met.

Worth reading
51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
12017
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,017Shares

12,017 common shares of the Company (treasury shares)

6 of the Company's directors, excluding outside directors12,017 shares

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

¥624 per share
Total issue value

¥7,498,608

Amount of funds to be raised
Total payment amount: ¥7,498,608; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥7,498,608. Under the compensation program, monetary compensation receivables are capped at ¥25 million per year.
発行済株式総数

No increase

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

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 24 July 2026 until the recipients retire from their positions as directors of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted when the restricted period expires, provided that the recipient has continuously remained a director of the Company throughout the service period from the date of this General Meeting of Shareholders through the date of the following annual General Meeting of Shareholders. In the event of retirement upon expiration of the term of office, mandatory retirement age or other legitimate grounds, the restrictions will be reasonably adjusted.
Reason for acquisition without consideration
If a recipient retires as a director of the Company without legitimate grounds before the restricted period expires, or if any shares remain subject to restrictions when the restricted period expires, the Company will acquire those shares without consideration. The Company will also acquire without consideration any shares that remain subject to restrictions in connection with a corporate reorganization.
Categories and Number of Persons Covered
6 directors of the Company, excluding outside directors; 12,017 shares
Intended allottee's holding policy
From 24 July 2026 until they retire from their positions as directors of the Company, the recipients may not transfer the shares, create a pledge or transfer-security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any way.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥624. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 115th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment of monetary compensation receivables of up to ¥25 million per year and for the restricted period and other related matters.
Impact on Business Performance
No information is provided on the impact of this matter on the Company's performance
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 of12,017 common shares of the Company (treasury shares)
Issue price and disposal price¥624 per share
Total issue value¥7,498,608
Amount of funds to be raisedTotal payment amount: ¥7,498,608; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 12,017 shares
Intended allottee's holding policyFrom 24 July 2026 until they retire from their positions as directors of the Company, the recipients may not transfer the shares, create a pledge or transfer-security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any way.
Dilution RateAs this is solely a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥624. No discount or premium rate is stated.
Transfer restriction periodFrom 24 July 2026 until the recipients retire from their positions as directors of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted when the restricted period expires, provided that the recipient has continuously remained a director of the Company throughout the service period from the date of this General Meeting of Shareholders through the date of the following annual General Meeting of Shareholders. In the event of retirement upon expiration of the term of office, mandatory retirement age or other legitimate grounds, the restrictions will be reasonably adjusted.
Reason for acquisition without considerationIf a recipient retires as a director of the Company without legitimate grounds before the restricted period expires, or if any shares remain subject to restrictions when the restricted period expires, the Company will acquire those shares without consideration. The Company will also acquire without consideration any shares that remain subject to restrictions in connection with a corporate reorganization.
Categories and Number of Persons Covered6 directors of the Company, excluding outside directors; 12,017 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥7,498,608. Under the compensation program, monetary compensation receivables are capped at ¥25 million per year.
Procedures under the Corporate Code of ConductAt the 115th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment of monetary compensation receivables of up to ¥25 million per year and for the restricted period and other related matters.
Impact on Business PerformanceNo information is provided on the impact of this matter on the Company's performance
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 the eligible directors with an incentive to achieve sustained growth in corporate value over the medium to long term and promote value sharing with shareholders. The amount of monetary compensation receivables was determined after comprehensively considering the Company's performance and the responsibilities of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Hiroshima Electric Railway Co.,Ltd. (9033) timely disclosure | Komori