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Share Issuance and Disposal6430DAIKOKU DENKI CO.,LTD.Machinery

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company has resolved to issue 20,609 common shares to 4 directors, excluding outside directors, and 8 executive officers as restricted stock compensation. The payment date is 23 July 2026, and the shares will be subject to a 30-year transfer restriction.

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20609
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much20,609Shares

20,609 common shares (new shares)

4 of the Company's directors, excluding outside directors12,944 shares
8 executive officers who do not concurrently serve as directors of the Company7,665 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.

¥2,111 per share
Total issue value

¥43,505,599

Amount of funds to be raised
Total payment amount: ¥43,505,599; estimated net proceeds: Not disclosed (contribution in kind of monetary claims held against the eligible recipients)
Total Stock-Based Compensation
Total monetary claims: ¥43,505,599. The annual compensation limit for eligible directors is ¥160 million.
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
30 years (23 July 2026 to 22 July 2056)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor, adviser, consultant, employee or an equivalent position at the Company or one of its subsidiaries, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient retires or leaves employment due to expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions on the number of shares calculated in accordance with the prescribed method will be lifted immediately after the retirement or departure.
Reason for acquisition without consideration
Immediately after the expiry of the transfer restriction period or the date on which the transfer restrictions are lifted, the Company will acquire without consideration any shares for which the restrictions have not been lifted. In the event of a corporate reorganization or similar event, the Company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 12,944 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 7,665 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as security or otherwise disposed of in any manner. The transfer restriction period runs from 23 July 2026 to 22 July 2056.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, ¥2,111. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 26 June 2024, approval was obtained for the payment of monetary claims of up to ¥160 million per year under the plan and the issuance or disposal of up to 40,000 common shares per year, among other matters. The matter was deliberated by the Compensation Advisory Committee.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of20,609 common shares (new shares)
Issue price and disposal price¥2,111 per share
Total issue value¥43,505,599
Amount of funds to be raisedTotal payment amount: ¥43,505,599; estimated net proceeds: Not disclosed (contribution in kind of monetary claims held against the eligible recipients)
Payment date23 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 12,944 shares, Name 8 executive officers who do not concurrently serve as directors of the Company / Number of Shares 7,665 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as security or otherwise disposed of in any manner. The transfer restriction period runs from 23 July 2026 to 22 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, ¥2,111. No discount or premium rate is stated.
Transfer restriction period30 years (23 July 2026 to 22 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor, adviser, consultant, employee or an equivalent position at the Company or one of its subsidiaries, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the recipient retires or leaves employment due to expiry of the term of office, mandatory retirement or another legitimate reason, the restrictions on the number of shares calculated in accordance with the prescribed method will be lifted immediately after the retirement or departure.
Reason for acquisition without considerationImmediately after the expiry of the transfer restriction period or the date on which the transfer restrictions are lifted, the Company will acquire without consideration any shares for which the restrictions have not been lifted. In the event of a corporate reorganization or similar event, the Company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 12,944 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 8 independent officers / Number of allocated shares 7,665 shares
Total Stock-Based CompensationTotal monetary claims: ¥43,505,599. The annual compensation limit for eligible directors is ¥160 million.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 26 June 2024, approval was obtained for the payment of monetary claims of up to ¥160 million per year under the plan and the issuance or disposal of up to 40,000 common shares per year, among other matters. The matter was deliberated by the Compensation Advisory Committee.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 provide an incentive to achieve sustained increases in corporate value, promote value sharing with shareholders, and further enhance the motivation of each eligible director and other recipient.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | DAIKOKU DENKI CO.,LTD. (6430) timely disclosure | Komori