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Share Issuance and Disposal6505TOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.)Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Toyo Denki Seizo Co., Ltd. resolved to dispose of 6,028 treasury shares as restricted stock compensation to 5 directors and 14 executive officers. The disposal price is ¥2,384 per share, for a total of ¥14,370,752.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Treasury shares 6,028 shares

Directors of the Company (excluding outside directors)5 / 2,850 shares
The Company's executive officers who do not concurrently serve as directors14 / 3,178 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.

¥2,384 per share
Total issue value

¥14,370,752

Amount of funds to be raised
Total monetary receivables contributed in kind: ¥14,370,752; estimated net proceeds: not applicable
Total Stock-Based Compensation
Total monetary receivables: ¥14,370,752
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 9 October 2026 until immediately after the individual ceases to hold either the position of director or the position of executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictions
Provided that the individual continuously holds either the position of director or the position of executive officer who does not concurrently serve as a director during the service provision period, the transfer restrictions will be lifted on all of the allocated shares when the restriction period expires. If the individual retires on expiry of the term of office, on reaching the mandatory retirement age or for another legitimate reason, a specified number of shares will be released immediately after retirement.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 2,850 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of allocated shares 3,178 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
9 October 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange Standard Market on 10 September 2026, ¥2,384
Procedures under the Corporate Code of Conduct
The Nomination and Compensation Advisory Committee has been consulted. With respect to the eligible directors, approval of the total amount of compensation and other matters was obtained at the 164th Annual General Meeting of Shareholders held on 27 August 2025.
Impact on Business Performance
No impact on business performance 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 ofTreasury shares 6,028 shares
Issue price and disposal price¥2,384 per share
Total issue value¥14,370,752
Amount of funds to be raisedTotal monetary receivables contributed in kind: ¥14,370,752; estimated net proceeds: not applicable
Payment date9 October 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 2,850 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of Shares 3,178 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the company’s common shares on the Tokyo Stock Exchange Standard Market on 10 September 2026, ¥2,384
Transfer restriction periodFrom 9 October 2026 until immediately after the individual ceases to hold either the position of director or the position of executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictionsProvided that the individual continuously holds either the position of director or the position of executive officer who does not concurrently serve as a director during the service provision period, the transfer restrictions will be lifted on all of the allocated shares when the restriction period expires. If the individual retires on expiry of the term of office, on reaching the mandatory retirement age or for another legitimate reason, a specified number of shares will be released immediately after retirement.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 2,850 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of allocated shares 3,178 shares
Total Stock-Based CompensationTotal monetary receivables: ¥14,370,752
Procedures under the Corporate Code of ConductThe Nomination and Compensation Advisory Committee has been consulted. With respect to the eligible directors, approval of the total amount of compensation and other matters was obtained at the 164th Annual General Meeting of Shareholders held on 27 August 2025.
Impact on Business PerformanceNo impact on business performance was stated
Items this document does not state (12)
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 offering

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 the eligible directors and other recipients with incentives to achieve sustained growth in corporate value, promote value sharing with shareholders, and further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOYO DENKI SEIZO K.K.(TOYO ELECTRIC MFG.CO.,LTD.) (6505) timely disclosure | Komori