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Share Issuance and Disposal6524KOHOKU KOGYO CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has decided to dispose of 3,016 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 3 directors and 6 executive officers, and the shares generally may not be transferred for 30 years.

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44Recurring
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Direction
Neutral
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Scale
3016
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,016Shares

3,016 common shares (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 1,941 shares
The Company's executive officers6 / 1,075 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.

¥4,965 per share
Total issue value

¥14,974,440

Amount of funds to be raised
Total payment amount: ¥14,974,440; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥14,974,440. The annual compensation limit for eligible directors is ¥30 million, and the annual share limit is 30,000 shares.
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 (21 May 2026 to 20 May 2056)
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient has continuously held one of the positions of director, executive officer or employee of the Company during the restriction period. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares determined based on the period of service and other applicable factors.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose restrictions have not been lifted at the expiration of the restriction period or when the restrictions are lifted due to departure from office or retirement. In the event of a corporate reorganization or similar transaction, the Company will likewise acquire without consideration any shares whose restrictions are not lifted.
Categories and Number of Persons Covered
3 directors: 1,941 shares; 6 executive officers: 1,075 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, and will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
21 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 22 April 2026, which was ¥4,965. No discount or premium is specified.
Procedures under the Corporate Code of Conduct
A written resolution in lieu of a resolution by the Board of Directors pursuant to Article 370 of the Companies Act and Article 25 of the Articles of Incorporation. The resolution followed deliberation and a recommendation by the Nomination and Compensation Advisory Committee.
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 of3,016 common shares (treasury shares)
Issue price and disposal price¥4,965 per share
Total issue value¥14,974,440
Amount of funds to be raisedTotal payment amount: ¥14,974,440; estimated net proceeds: Not disclosed
Payment date21 May 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 1,941 shares, Name The Company's executive officers / Number of Employees 6 / Number of Shares 1,075 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, and will be managed in a dedicated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 22 April 2026, which was ¥4,965. No discount or premium is specified.
Transfer restriction period30 years (21 May 2026 to 20 May 2056)
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient has continuously held one of the positions of director, executive officer or employee of the Company during the restriction period. If the recipient leaves office or retires upon expiration of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares determined based on the period of service and other applicable factors.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose restrictions have not been lifted at the expiration of the restriction period or when the restrictions are lifted due to departure from office or retirement. In the event of a corporate reorganization or similar transaction, the Company will likewise acquire without consideration any shares whose restrictions are not lifted.
Categories and Number of Persons Covered3 directors: 1,941 shares; 6 executive officers: 1,075 shares
Total Stock-Based CompensationTotal monetary claims: ¥14,974,440. The annual compensation limit for eligible directors is ¥30 million, and the annual share limit is 30,000 shares.
Procedures under the Corporate Code of ConductA written resolution in lieu of a resolution by the Board of Directors pursuant to Article 370 of the Companies Act and Article 25 of the Articles of Incorporation. The resolution followed deliberation and a recommendation by the Nomination and 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 incentives for the sustainable enhancement of corporate value, promote value sharing with shareholders, and increase the motivation of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOHOKU KOGYO CO.,LTD. (6524) timely disclosure | Komori