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Share Issuance and Disposal6592MABUCHI MOTOR CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation

The Company resolved to dispose of 37,120 restricted shares of treasury stock by having 12 directors, executive officers and trustees make an in-kind contribution of monetary compensation receivables. Trustees will be included in the scope of the plan for the first time.

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Neutral
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Scale
37120
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as share-based compensation (restricted stock compensation)

Who receives how much37,120Shares

37,120 shares of the Company's common stock (treasury shares)

4 directors24,640 shares
7 executive officers11,430 shares
1 trustee1,050 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.

¥1,675.5 per share
Amount of funds to be raised

Total payment amount: ¥62,194,560; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables: ¥62,194,560. For directors, the annual monetary compensation receivables limit is ¥60 million.
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 24 April 2026, the payment date, until the date on which the relevant officer ceases to be a director, executive officer or trustee of the Company
Conditions for lifting transfer restrictions
Provided that the recipient remains a director, executive officer or trustee continuously from 24 April 2026 through the date of the first annual general meeting of shareholders held thereafter, all transfer restrictions will be lifted upon expiration of the restricted period. If the recipient ceases to hold office due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, all transfer restrictions will be lifted on the day following the date of cessation. In the event of a reorganization or similar transaction, all transfer restrictions will be lifted immediately before the business day preceding the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons Covered
Category Directors / Number of Employees 4 / Number of allocated shares 24,640 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 11,430 shares, Category Trustees / Number of Employees 1 / Number of allocated shares 1,050 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The restricted period runs from 24 April 2026 until the date on which the relevant officer ceases to be a director, executive officer or trustee.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 8 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,675.5. The discount/premium rate is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as share-based compensation (restricted stock compensation)
Number of shares to be issued or disposed of37,120 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,675.5 per share
Amount of funds to be raisedTotal payment amount: ¥62,194,560; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeCategory 4 directors / Number of Shares 24,640 shares, Category 7 executive officers / Number of Shares 11,430 shares, Category 1 trustee / Number of Shares 1,050 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The restricted period runs from 24 April 2026 until the date on which the relevant officer ceases to be a director, executive officer or trustee.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 8 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,675.5. The discount/premium rate is Not disclosed.
Transfer restriction periodFrom 24 April 2026, the payment date, until the date on which the relevant officer ceases to be a director, executive officer or trustee of the Company
Conditions for lifting transfer restrictionsProvided that the recipient remains a director, executive officer or trustee continuously from 24 April 2026 through the date of the first annual general meeting of shareholders held thereafter, all transfer restrictions will be lifted upon expiration of the restricted period. If the recipient ceases to hold office due to death, expiration of the term of office or another reason deemed legitimate by the Board of Directors, all transfer restrictions will be lifted on the day following the date of cessation. In the event of a reorganization or similar transaction, all transfer restrictions will be lifted immediately before the business day preceding the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 4 / Number of allocated shares 24,640 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 11,430 shares, Category Trustees / Number of Employees 1 / Number of allocated shares 1,050 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥62,194,560. For directors, the annual monetary compensation receivables limit is ¥60 million.
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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.

To provide incentives for the sustainable enhancement of corporate value and shareholder value over the medium to long term and promote value sharing with shareholders. The scope of the plan will also be expanded to include trustees for the same purpose.

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Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation | MABUCHI MOTOR CO.,LTD. (6592) timely disclosure | Komori