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Share Issuance and Disposal6444SANDEN CORPORATIONMachinery

Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment

The Company resolved to issue up to 510,000 common shares through a third-party allocation to 33 employees. The employees will acquire the shares with their own funds, with the aim of sharing risks and returns with shareholders and working to enhance corporate value over the medium to long term.

Worth reading
68In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
510000
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares by third-party allotment

Who receives how much510,000Shares

510,000 common shares (maximum)

33 employees of the Company510,000 shares

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

¥165 per share. However, if the TSE closing price on 25 August 2026 exceeds ¥165, the offering price will be that closing price.
Total issue value

¥84,150,000 (estimated)

Amount of funds to be raised
Total payment amount of ¥84,150,000; estimated net proceeds of ¥78,250,000
Estimated issuance expenses
¥5,900,000
Specific use of funds
Working capitalAmount ¥78,250,000
Existing Shares and Increase
+0.45%Rate of increase
112,933,313 shares113,443,313Shares

0.45% (0.45% on a voting-rights basis). The dilution rate including previous third-party allocations is 1.55%.

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
None
Offering structure
Major shareholders after the offering
Name 海信日本オートモーティブエアコンシステムズ合同会社 / Shareholding ratio 70.94%Name BBH(LUX) FOR FIDELITY FUNDS - PACIFIC POOL / Shareholding ratio 2.73%Name Fang Yongyi (方 永義) / Shareholding ratio 1.77%Name サンデン取引先持株会 / Shareholding ratio 1.61%Name Li Xiuli (李 秀礼) / Shareholding ratio 1.17%Name INTERACTIVE BROKERS LLC / Shareholding ratio 1.06%Name CACEIS BANK, LUXEMBOURG BRANCH / UCITS CLIENTS ASSETS / Shareholding ratio 0.89%Name CLEARSTREAM BANKING S.A. / Shareholding ratio 0.59%Name Xu Zhan (徐 湛) / Shareholding ratio 0.44%Name サンデン従業員持株会 / Shareholding ratio 0.33%
Categories and Number of Persons Covered
33 employees of the Company, 510,000 shares
Intended allottee's holding policy
The subscribers intend to continue holding the Company's shares. However, no lock-up period or transfer restrictions will be imposed. The Company will obtain written undertakings consenting to reporting to the Company and other requirements if the shares are transferred within 2 years of the payment date.
Payment date
29 September 2026
Basis for determining the amount to be paid
The higher of the TSE closing price of ¥165 on the trading day immediately preceding the resolution date (6 August 2026) and the TSE closing price on the trading day immediately preceding the pricing date (25 August 2026). No discount or premium rate is specified.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder consent are not required. All 4 corporate auditors expressed the opinion that the Board of Directors' determination that the issuance does not constitute a particularly favorable issuance is within the bounds of legality.
Most recent equity financing
Timing Payment made on 23 March 2026 / Type Issuance of common shares by third-party allotment / Amount ¥82,500,000, Timing Payment on 25 June 2026 / Type Issuance of common shares by third-party allotment / Amount ¥131,720,000
Impact on Business Performance
The impact of this third-party allotment on the current fiscal year's results is expected to be limited in the short term.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares by third-party allotment
Number of shares to be issued or disposed of510,000 common shares (maximum)
Issue price and disposal price¥165 per share. However, if the TSE closing price on 25 August 2026 exceeds ¥165, the offering price will be that closing price.
Total issue value¥84,150,000 (estimated)
Amount of funds to be raisedTotal payment amount of ¥84,150,000; estimated net proceeds of ¥78,250,000
Estimated issuance expenses¥5,900,000
Specific use of fundsDetails Working capital / Amount ¥78,250,000 / Scheduled timing of expenditures Not disclosed
Payment date29 September 2026
Intended allotteeName 33 employees of the Company / Number of Shares 510,000 shares
Intended allottee's holding policyThe subscribers intend to continue holding the Company's shares. However, no lock-up period or transfer restrictions will be imposed. The Company will obtain written undertakings consenting to reporting to the Company and other requirements if the shares are transferred within 2 years of the payment date.
Dilution Rate0.45% (0.45% on a voting-rights basis). The dilution rate including previous third-party allocations is 1.55%.
Total number of issued shares112,933,313 shares → 113,443,313 shares(0.45%)
Basis for determining the amount to be paidThe higher of the TSE closing price of ¥165 on the trading day immediately preceding the resolution date (6 August 2026) and the TSE closing price on the trading day immediately preceding the pricing date (25 August 2026). No discount or premium rate is specified.
Transfer restriction periodNone
Categories and Number of Persons Covered33 employees of the Company, 510,000 shares
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder consent are not required. All 4 corporate auditors expressed the opinion that the Board of Directors' determination that the issuance does not constitute a particularly favorable issuance is within the bounds of legality.
Most recent equity financingTiming Payment made on 23 March 2026 / Type Issuance of common shares by third-party allotment / Amount ¥82,500,000, Timing Payment on 25 June 2026 / Type Issuance of common shares by third-party allotment / Amount ¥131,720,000
Major shareholders after the offeringName 海信日本オートモーティブエアコンシステムズ合同会社 / Shareholding ratio 70.94%, Name BBH(LUX) FOR FIDELITY FUNDS - PACIFIC POOL / Shareholding ratio 2.73%, Name Fang Yongyi (方 永義) / Shareholding ratio 1.77%, Name サンデン取引先持株会 / Shareholding ratio 1.61%, Name Li Xiuli (李 秀礼) / Shareholding ratio 1.17%, Name INTERACTIVE BROKERS LLC / Shareholding ratio 1.06%, Name CACEIS BANK, LUXEMBOURG BRANCH / UCITS CLIENTS ASSETS / Shareholding ratio 0.89%, Name CLEARSTREAM BANKING S.A. / Shareholding ratio 0.59%, Name Xu Zhan (徐 湛) / Shareholding ratio 0.44%, Name サンデン従業員持株会 / Shareholding ratio 0.33%
Impact on Business PerformanceThe impact of this third-party allotment on the current fiscal year's results is expected to be limited in the short term.
Items this document does not state (9)
Exercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split Ratio

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 increase the ownership ratio of employees in key positions and, by having them share risks and returns with shareholders, enhance their motivation, morale, sense of responsibility and commitment to improving corporate value. The funds raised are expected to be allocated to working capital, but raising funds itself is not the purpose of the transaction.

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Notice Regarding the Issuance of New Shares by Way of Third-Party Allotment | SANDEN CORPORATION (6444) timely disclosure | Komori