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Share Issuance and Disposal6324Harmonic Drive Systems Inc.Machinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,929 treasury shares to 5 directors as restricted stock compensation. The shares will be delivered on 5 August 2026, and transfers will be restricted until the recipients cease to serve as directors.

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9929
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,929Shares

9,929 shares of the Company's common stock (treasury shares)

5 directors of the Company, excluding outside directors: 9,929 shares

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

¥7,540 per share
Total issue value

¥74,864,660

Amount of funds to be raised
Total payment amount: ¥74,864,660; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥74,864,660 (the annual compensation limit is ¥100 million or less)
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 5 August 2026 until the date on which the relevant allottee ceases to serve as a director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares held at the end of the restriction period will be lifted at the end of the period, provided that the recipient remains a director of the Company continuously until the date of the first annual general meeting held after 5 August 2026. If the recipient ceases to serve as a director for a justifiable reason, the restrictions will be lifted on the number of shares calculated by multiplying the shares held by the number of months from July 2026 through the month that includes the date of retirement, divided by 12.
Reason for acquisition without consideration
If the recipient ceases to serve as a director without a reason deemed justifiable by the Board of Directors before the day preceding the first annual general meeting held after the start date of the transfer restriction period. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
5 directors of the Company, excluding outside directors: 9,929 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 5 August 2026 until the date on which the relevant allottee ceases to serve as a director of the Company.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, ¥7,540. No discount or premium was stated.
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 of9,929 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥7,540 per share
Total issue value¥74,864,660
Amount of funds to be raisedTotal payment amount: ¥74,864,660; estimated net proceeds: not disclosed
Payment date5 August 2026
Intended allottee5 directors of the Company, excluding outside directors: 9,929 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 5 August 2026 until the date on which the relevant allottee ceases to serve as a director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 14 July 2026, ¥7,540. No discount or premium was stated.
Transfer restriction periodFrom 5 August 2026 until the date on which the relevant allottee ceases to serve as a director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares held at the end of the restriction period will be lifted at the end of the period, provided that the recipient remains a director of the Company continuously until the date of the first annual general meeting held after 5 August 2026. If the recipient ceases to serve as a director for a justifiable reason, the restrictions will be lifted on the number of shares calculated by multiplying the shares held by the number of months from July 2026 through the month that includes the date of retirement, divided by 12.
Reason for acquisition without considerationIf the recipient ceases to serve as a director without a reason deemed justifiable by the Board of Directors before the day preceding the first annual general meeting held after the start date of the transfer restriction period. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered5 directors of the Company, excluding outside directors: 9,929 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥74,864,660 (the annual compensation limit is ¥100 million or less)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To enable the directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to medium- and long-term earnings growth and the enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Harmonic Drive Systems Inc. (6324) timely disclosure | Komori