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Share Issuance and Disposal6444SANDEN CORPORATIONMachinery

Notice Regarding the Determination of the Issue Price and Other Terms for the Issuance of New Shares by Third-Party Allotment

For the previously approved third-party allotment to employees, the issue price has been set at ¥197 per share and the total funds to be raised at ¥100.47 million. The payment date is 29 September 2026, and a total of 510,000 shares will be allotted to 33 employees of the Company and its overseas subsidiaries.

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Details of issuance or disposal

Issuance of new shares by third-party allotment

Who receives how much510,000Shares

510,000 common shares

The Company's employees29 people / 405,000 shares
Employees of overseas subsidiaries4 / 105,000 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.

¥197 per share
Total issue value

¥100,470,000

Amount of funds to be raised
Total payment amount ¥100,470,000 / Estimated net proceeds ¥94,570,000
Estimated issuance expenses
¥5,900,000
Specific use of funds
Working capitalAmount ¥94,570,000
Categories and Number of Persons Covered
29 employees of the Company and 4 employees of overseas subsidiaries (33 in total)
Payment date
29 September 2026
Basis for determining the amount to be paid
¥197, the higher of the Tokyo Stock Exchange closing price of ¥165 on the trading day immediately preceding the date of the issuance resolution (6 August 2026) and the Tokyo Stock Exchange closing price of ¥197 on the trading day immediately preceding the date on which the terms were determined (25 August 2026)
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
Issue price and disposal price¥197 per share
Total issue value¥100,470,000
Amount of funds to be raisedTotal payment amount ¥100,470,000 / Estimated net proceeds ¥94,570,000
Estimated issuance expenses¥5,900,000
Specific use of fundsDetails Working capital / Amount ¥94,570,000 / Scheduled timing of expenditures Not disclosed
Payment date29 September 2026
Intended allotteeName The Company's employees / Number of Employees 29 people / Number of Shares 405,000 shares, Name Employees of overseas subsidiaries / Number of Employees 4 / Number of Shares 105,000 shares
Basis for determining the amount to be paid¥197, the higher of the Tokyo Stock Exchange closing price of ¥165 on the trading day immediately preceding the date of the issuance resolution (6 August 2026) and the Tokyo Stock Exchange closing price of ¥197 on the trading day immediately preceding the date on which the terms were determined (25 August 2026)
Categories and Number of Persons Covered29 employees of the Company and 4 employees of overseas subsidiaries (33 in total)
Items this document does not state (17)
Intended allottee's holding policyDilution RateTotal number of issued sharesExercise 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.

By allowing a certain period between the date of the issuance resolution and the date on which the terms were determined, and setting the issue price at the higher of the Tokyo Stock Exchange closing prices on the trading day immediately preceding each of those dates, the Company took existing shareholders' interests into consideration and ensured that the price would not be particularly favorable to the prospective allottees. This third-party allotment is intended to provide employees with an incentive to enhance their motivation and morale to achieve performance targets and increase corporate value, and is not intended to raise funds.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Determination of the Issue Price and Other Terms for the Issuance of New Shares by Third-Party Allotment | SANDEN CORPORATION (6444) timely disclosure | Komori