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Share Issuance and Disposal6424TAKAMISAWA CYBERNETICS COMPANY,LTD.Machinery

Notice Regarding the Disposal of Treasury Shares in Connection with the Introduction of the Stock Benefit Trust (J-ESOP)

The Company resolved to introduce a Stock Benefit Trust (J-ESOP) for employees and dispose of 208,100 treasury shares to the trust account at ¥900 per share. The shares will be used for benefits to employees for the five fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2031.

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42Recurring
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Direction
Neutral
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Scale
208100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the introduction of Stock Benefit Trust (J-ESOP)

発行・処分する株式数208,100Shares

208,100 common shares (treasury shares)

Intended allottee
Japan Custody Bank, Ltd. (Trust E Account)
¥900 per share
発行済株式総数

4.60% of the total number of issued shares and 4.74% of the total number of voting rights

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.

Categories and Number of Persons Covered
Employees of the Company who meet certain requirements (the number of employees and shares allocated are not disclosed)
Intended allottee's holding policy
The shares will be held and disposed of for the purpose of providing benefits to employees under the plan.
Payment date
25 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution was ¥900. The discount or premium rate is not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the introduction of Stock Benefit Trust (J-ESOP)
Number of shares to be issued or disposed of208,100 common shares (treasury shares)
Issue price and disposal price¥900 per share
Payment date25 August 2026
Intended allotteeJapan Custody Bank, Ltd. (Trust E Account)
Intended allottee's holding policyThe shares will be held and disposed of for the purpose of providing benefits to employees under the plan.
Dilution Rate4.60% of the total number of issued shares and 4.74% of the total number of voting rights
Total number of issued shares4,525,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution was ¥900. The discount or premium rate is not disclosed.
Categories and Number of Persons CoveredEmployees of the Company who meet certain requirements (the number of employees and shares allocated are not disclosed)
Items this document does not state (18)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 strengthen the linkage between the share price and business performance and employee compensation, and to share the resulting economic benefits with shareholders, thereby increasing employees’ motivation and morale to improve the share price and business performance. In addition, the trust will hold and dispose of the Company’s shares in operating the plan.

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Notice Regarding the Disposal of Treasury Shares in Connection with the Introduction of the Stock Benefit Trust (J-ESOP) | TAKAMISAWA CYBERNETICS COMPANY,LTD. (6424) timely disclosure | Komori