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Share Issuance and Disposal3388MEIJI ELECTRIC INDUSTRIES CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

明治電機工業 resolved to dispose of 22,000 treasury shares to a total of 20 directors, executive officers and employees as restricted stock compensation. As a rule, the shares may not be transferred for 30 years, and the transfer restrictions will be lifted upon expiry of the period, except in certain cases such as retirement or resignation.

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22000
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,000Shares

22,000 common shares of the Company (treasury shares)

3 directors (excluding directors who are Audit and Supervisory Committee members)10,000 shares
7 executive officers7,000 shares
10 employees5,000 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.

¥2,094 per share
Total issue value

¥46,068,000

Amount of funds to be raised
Total payment amount: ¥46,068,000; estimated net proceeds: Not disclosed (the disposal of treasury shares will be made through an in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥46,068,000. The annual compensation limit for eligible directors is ¥50,000 thousand or less.
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 21 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the period, provided that the recipient has continuously held a position at the Company or one of its subsidiaries as a director, executive officer, employee, adviser, consultant or other equivalent position during the transfer restriction period. In the event of retirement or resignation upon expiry of a term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions on a prescribed percentage of the shares will be lifted. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time the transfer restrictions are lifted. In the event of a corporate reorganization, the Company will also acquire without consideration any shares for which the transfer restrictions remain in place after the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 3 / Number of allocated shares 10,000 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 7,000 shares, Category Employees / Number of Employees 10 / Number of allocated shares 5,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 22 July 2026 to 21 July 2056.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,094. No discount or premium rate is 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 of22,000 common shares of the Company (treasury shares)
Issue price and disposal price¥2,094 per share
Total issue value¥46,068,000
Amount of funds to be raisedTotal payment amount: ¥46,068,000; estimated net proceeds: Not disclosed (the disposal of treasury shares will be made through an in-kind contribution of monetary compensation receivables)
Payment date22 July 2026
Intended allotteeName 3 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 10,000 shares, Name 7 executive officers / Number of Shares 7,000 shares, Name 10 employees / Number of Shares 5,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 22 July 2026 to 21 July 2056.
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 Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,094. No discount or premium rate is specified.
Transfer restriction period22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the period, provided that the recipient has continuously held a position at the Company or one of its subsidiaries as a director, executive officer, employee, adviser, consultant or other equivalent position during the transfer restriction period. In the event of retirement or resignation upon expiry of a term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions on a prescribed percentage of the shares will be lifted. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time the transfer restrictions are lifted. In the event of a corporate reorganization, the Company will also acquire without consideration any shares for which the transfer restrictions remain in place after the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 3 / Number of allocated shares 10,000 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 7,000 shares, Category Employees / Number of Employees 10 / Number of allocated shares 5,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥46,068,000. The annual compensation limit for eligible directors is ¥50,000 thousand or less.
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 purposes are to provide incentives for the sustained enhancement of corporate value, share value with shareholders, secure talented personnel and increase the motivation of the eligible recipients. The transfer restriction period has been set at 30 years to achieve the sharing of value with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MEIJI ELECTRIC INDUSTRIES CO.,LTD. (3388) timely disclosure | Komori