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Share Issuance and Disposal5819Canare Electric Co.,Ltd.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

カナレ電気 resolved to dispose of 19,440 treasury shares as restricted stock compensation to 21 people, including directors, executive officers and department heads. The shares may not be transferred until the applicable conditions, such as continued service or office, are met, and will be acquired by the company without compensation if certain events occur.

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19440
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,440Shares

19,440 treasury shares

Directors of the Company (excluding outside directors)5 / 7,770 shares
The Company's executive officers who do not concurrently serve as directors4 / 3,890 shares
Department heads who do not concurrently serve as executive officers of the Company10 / 6,660 shares
Directors of the Company's subsidiaries2 / 1,120 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.

¥1,825 per share
Total issue value

¥35,478,000

Amount of funds to be raised
Total payment amount: ¥35,478,000; estimated net proceeds: not disclosed (in-kind contribution of monetary claims from the recipients)
Total Stock-Based Compensation
Total monetary claims: ¥35,478,000. The annual cap on monetary compensation for the recipient directors is ¥50 million.
Specific use of funds
not disclosed (no cash will be received by the company because the shares will be disposed of through an in-kind contribution)
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
From 28 April 2026 until immediately after the relevant director or other recipient ceases to hold any position as a director, an executive officer who does not concurrently serve as a director, or an employee of the company or one of its subsidiaries
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allotted shares will be lifted upon expiration of the restricted transfer period, provided that the recipient continuously holds a position as a director, an executive officer who does not concurrently serve as a director, or an employee of the company or one of its subsidiaries throughout the service period, which runs from the month including the disposal date until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient ceases to hold office or employment upon expiration of the term, mandatory retirement or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the recipient's months of service will be lifted immediately after the recipient ceases to hold office or employment.
Reason for acquisition without consideration
If the recipient engages in an act that violates laws or regulations during the restricted transfer period, or falls under any other specified event set forth in the restricted stock allotment agreement, the company will acquire all of the allotted shares held at that time without compensation. The company will also acquire without compensation any shares whose transfer restrictions remain in place upon expiration of the restricted transfer period or upon the lifting of the transfer restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 7,770 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 3,890 shares, Category Department heads who do not concurrently serve as executive officers of the Company / Number of Employees 10 / Number of allocated shares 6,660 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 1,120 shares
Intended allottee's holding policy
During the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way.
Payment date
28 April 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Standard Market of the Tokyo Stock Exchange on 30 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,825. No discount or premium was 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 of19,440 treasury shares
Issue price and disposal price¥1,825 per share
Total issue value¥35,478,000
Amount of funds to be raisedTotal payment amount: ¥35,478,000; estimated net proceeds: not disclosed (in-kind contribution of monetary claims from the recipients)
Specific use of fundsnot disclosed (no cash will be received by the company because the shares will be disposed of through an in-kind contribution)
Payment date28 April 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 7,770 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of Shares 3,890 shares, Name Department heads who do not concurrently serve as executive officers of the Company / Number of Employees 10 / Number of Shares 6,660 shares, Name Directors of the Company's subsidiaries / Number of Employees 2 / Number of Shares 1,120 shares
Intended allottee's holding policyDuring the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way.
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 Standard Market of the Tokyo Stock Exchange on 30 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,825. No discount or premium was disclosed.
Transfer restriction periodFrom 28 April 2026 until immediately after the relevant director or other recipient ceases to hold any position as a director, an executive officer who does not concurrently serve as a director, or an employee of the company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allotted shares will be lifted upon expiration of the restricted transfer period, provided that the recipient continuously holds a position as a director, an executive officer who does not concurrently serve as a director, or an employee of the company or one of its subsidiaries throughout the service period, which runs from the month including the disposal date until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. If the recipient ceases to hold office or employment upon expiration of the term, mandatory retirement or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the recipient's months of service will be lifted immediately after the recipient ceases to hold office or employment.
Reason for acquisition without considerationIf the recipient engages in an act that violates laws or regulations during the restricted transfer period, or falls under any other specified event set forth in the restricted stock allotment agreement, the company will acquire all of the allotted shares held at that time without compensation. The company will also acquire without compensation any shares whose transfer restrictions remain in place upon expiration of the restricted transfer period or upon the lifting of the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 7,770 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 3,890 shares, Category Department heads who do not concurrently serve as executive officers of the Company / Number of Employees 10 / Number of allocated shares 6,660 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 1,120 shares
Total Stock-Based CompensationTotal monetary claims: ¥35,478,000. The annual cap on monetary compensation for the recipient directors is ¥50 million.
Items this document does not state (11)
Estimated issuance expensesExercise 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, promote value sharing with shareholders, and further motivate each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Canare Electric Co.,Ltd. (5819) timely disclosure | Komori