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Share Issuance and Disposal3153Yashima Denki Co.,Ltd.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

八洲電機 resolved to dispose of 22,625 treasury shares to 12 directors and subsidiary directors as restricted stock compensation. The disposal price is ¥2,757 per share, and the transfer restriction period is 20 years, from 22 July 2026 to 22 July 2046.

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22625
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,625Shares

22,625 common shares of the Company (treasury shares)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 15,535 shares
Senior Executive Officers of the Company who do not concurrently serve as directors3 / 4,350 shares
Eligible directors of the Company's subsidiaries4 / 2,740 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.

¥2,757 per share
Total issue value

¥62,377,125

Amount of funds to be raised
Total payment amount: ¥62,377,125; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation receivables from the eligible recipients)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥62,377,125 (including ¥42,829,995 for directors of the Company)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

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
22 July 2026 to 22 July 2046 (20 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held a position as a director, executive officer, Audit & Supervisory Board member, or other equivalent position at the Company or one of its subsidiaries throughout the transfer restriction period. If the recipient retires or leaves employment upon expiry of the term of office or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the recipient's period of service on the corresponding date one year after retirement or departure, or another date specified by the Company.
Reason for acquisition without consideration
If the recipient retires or leaves employment before expiry of the transfer restriction period for any reason other than expiry of the term of office, death, or another legitimate reason. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place at the time of lifting the restrictions.
Categories and Number of Persons Covered
5 directors of the Company, excluding directors serving as Audit & Supervisory Committee members and outside directors, 15,535 shares; 3 Senior Executive Officers of the Company who do not concurrently serve as directors, 4,350 shares; 4 eligible directors of the Company's subsidiaries, 2,740 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed through a dedicated account. The transfer restriction period is 20 years.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,757. No discount or premium applies.
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 of22,625 common shares of the Company (treasury shares)
Issue price and disposal price¥2,757 per share
Total issue value¥62,377,125
Amount of funds to be raisedTotal payment amount: ¥62,377,125; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation receivables from the eligible recipients)
Payment date22 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 15,535 shares, Name Senior Executive Officers of the Company who do not concurrently serve as directors / Number of Employees 3 / Number of Shares 4,350 shares, Name Eligible directors of the Company's subsidiaries / Number of Employees 4 / Number of Shares 2,740 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed through a dedicated account. The transfer restriction period is 20 years.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 2 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,757. No discount or premium applies.
Transfer restriction period22 July 2026 to 22 July 2046 (20 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held a position as a director, executive officer, Audit & Supervisory Board member, or other equivalent position at the Company or one of its subsidiaries throughout the transfer restriction period. If the recipient retires or leaves employment upon expiry of the term of office or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the recipient's period of service on the corresponding date one year after retirement or departure, or another date specified by the Company.
Reason for acquisition without considerationIf the recipient retires or leaves employment before expiry of the transfer restriction period for any reason other than expiry of the term of office, death, or another legitimate reason. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place at the time of lifting the restrictions.
Categories and Number of Persons Covered5 directors of the Company, excluding directors serving as Audit & Supervisory Committee members and outside directors, 15,535 shares; 3 Senior Executive Officers of the Company who do not concurrently serve as directors, 4,350 shares; 4 eligible directors of the Company's subsidiaries, 2,740 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥62,377,125 (including ¥42,829,995 for directors of the Company)
Items this document does not state (12)
Estimated 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 provide incentives for the sustainable enhancement of corporate value, share value with shareholders, secure talented personnel, and enhance the motivation of the eligible recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yashima Denki Co.,Ltd. (3153) timely disclosure | Komori