Komori
Share Issuance and Disposal6525KOKUSAI ELECTRIC CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares Under the Restricted Stock Unit (RSU) and Performance-Based Stock Unit (PSU) Grant Plan

The Company resolved to dispose of up to 79,421 treasury shares to eligible recipients upon the vesting of RSUs and PSUs. The actual number of shares and total disposal value will be determined based on the vesting status as of the payment date.

Worth reading
38Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
79421
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares upon the vesting of RSUs and PSUs

Who receives how much79,421Shares

79,421 shares of the Company's common stock (maximum)

The Company's directors, excluding outside directors and directors who are Audit & Supervisory Committee members, and directors who are Audit & Supervisory Committee members who, at the time of the RSU/PSU grants, were not Audit & Supervisory Committee members but were directors concurrently serving as executive officers3 / 14,385 shares
The Company's executive officers8 independent officers / 17,775 shares
The Company's former directors2 / 15,925 shares
Officers of the Company's subsidiaries6 / 15,243 shares
Employees of the Company’s subsidiaries8 independent officers / 16,093 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.

¥7,078 per share
Total issue value

¥562,141,838 (maximum)

Total Stock-Based Compensation
Specified monetary compensation receivables (specific amount: Not disclosed)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Less than 25%

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.

Categories and Number of Persons Covered
The Company's directors and other officers: 3 people, 14,385 shares, The Company's executive officers: 8 people, 17,775 shares, The Company's former directors: 2 people, 15,925 shares, Officers of the Company's subsidiaries: 6 people, 15,243 shares, Employees of the Company's subsidiaries: 8 people, 16,093 shares
Reason for acquisition without consideration
If an eligible recipient leaves office or employment during the applicable period, all unvested RSUs and PSUs will automatically lapse without consideration. The treatment of departures or retirements for certain legitimate reasons and in the event of death is as described in the main text.
Payment date
12 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 12 May 2026 was ¥7,078. This is the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
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 approval are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares upon the vesting of RSUs and PSUs
Number of shares to be issued or disposed of79,421 shares of the Company's common stock (maximum)
Issue price and disposal price¥7,078 per share
Total issue value¥562,141,838 (maximum)
Payment date12 June 2026
Intended allotteeName The Company's directors, excluding outside directors and directors who are Audit & Supervisory Committee members, and directors who are Audit & Supervisory Committee members who, at the time of the RSU/PSU grants, were not Audit & Supervisory Committee members but were directors concurrently serving as executive officers / Number of Employees 3 / Number of Shares 14,385 shares, Name The Company's executive officers / Number of Employees 8 independent officers / Number of Shares 17,775 shares, Name The Company's former directors / Number of Employees 2 / Number of Shares 15,925 shares, Name Officers of the Company's subsidiaries / Number of Employees 6 / Number of Shares 15,243 shares, Name Employees of the Company’s subsidiaries / Number of Employees 8 independent officers / Number of Shares 16,093 shares
Dilution RateLess than 25%
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 12 May 2026 was ¥7,078. This is the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Reason for acquisition without considerationIf an eligible recipient leaves office or employment during the applicable period, all unvested RSUs and PSUs will automatically lapse without consideration. The treatment of departures or retirements for certain legitimate reasons and in the event of death is as described in the main text.
Categories and Number of Persons CoveredThe Company's directors and other officers: 3 people, 14,385 shares, The Company's executive officers: 8 people, 17,775 shares, The Company's former directors: 2 people, 15,925 shares, Officers of the Company's subsidiaries: 6 people, 15,243 shares, Employees of the Company's subsidiaries: 8 people, 16,093 shares
Total Stock-Based CompensationSpecified monetary compensation receivables (specific amount: Not disclosed)
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 approval are not required.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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.

A portion of the units granted to eligible recipients under the RSU and PSU plans, which are intended to provide incentives to enhance the corporate value of the Company's group, will vest.

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Notice Regarding the Disposal of Treasury Shares Under the Restricted Stock Unit (RSU) and Performance-Based Stock Unit (PSU) Grant Plan | KOKUSAI ELECTRIC CORPORATION (6525) timely disclosure | Komori