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Share Issuance and Disposal6637TERASAKI ELECTRIC CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,746 treasury shares to 7 directors and 7 executive officers as restricted stock compensation. The disposal price is ¥3,280 per share, for a total disposal amount of ¥31,966,880.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,746Shares

9,746 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)7 / 7,191 shares
The Company's executive officers who do not concurrently serve as directors7 / 2,555 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.

¥3,280 per share
Total issue value

¥31,966,880

Amount of funds to be raised
Total payment amount: ¥31,966,880; estimated net proceeds: Not disclosed (contribution in kind of compensation receivables)
Total Stock-Based Compensation
Total monetary receivables: ¥31,966,880. The annual compensation limit for eligible directors is ¥60,000 thousand, and the annual share limit is 60,000 shares.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury 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
From 28 July 2026 until immediately after the eligible recipient retires or resigns from the relevant position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer, Audit & Supervisory Board member, adviser, counselor, employee, or other equivalent position at the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement, or another legitimate reason, some or all of the restrictions will be lifted based on a prescribed calculation.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act that violates laws or regulations or falls under any other specified event set forth in the allocation agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time of release.
Categories and Number of Persons Covered
The Company's directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 7 people, 7,191 shares; the Company's executive officers who do not concurrently serve as directors: 7 people, 2,555 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 in any manner. If an eligible director or other recipient becomes subject to certain specified events, the shares will be subject to acquisition without consideration.
Payment date
28 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,280. The Company determined that this does not constitute a particularly favorable price.
Procedures under the Corporate Code of Conduct
At the 46th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained for the payment of monetary receivables and the issuance or disposal of common shares under this plan.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not disclosed
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 of9,746 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,280 per share
Total issue value¥31,966,880
Amount of funds to be raisedTotal payment amount: ¥31,966,880; estimated net proceeds: Not disclosed (contribution in kind of compensation receivables)
Payment date28 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 7 / Number of Shares 7,191 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of Shares 2,555 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 in any manner. If an eligible director or other recipient becomes subject to certain specified events, the shares will be subject to acquisition without consideration.
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 Standard Market of the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,280. The Company determined that this does not constitute a particularly favorable price.
Transfer restriction periodFrom 28 July 2026 until immediately after the eligible recipient retires or resigns from the relevant position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer, Audit & Supervisory Board member, adviser, counselor, employee, or other equivalent position at the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement, or another legitimate reason, some or all of the restrictions will be lifted based on a prescribed calculation.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act that violates laws or regulations or falls under any other specified event set forth in the allocation agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time of release.
Categories and Number of Persons CoveredThe Company's directors, excluding directors who are Audit & Supervisory Committee members and outside directors: 7 people, 7,191 shares; the Company's executive officers who do not concurrently serve as directors: 7 people, 2,555 shares
Total Stock-Based CompensationTotal monetary receivables: ¥31,966,880. The annual compensation limit for eligible directors is ¥60,000 thousand, and the annual share limit is 60,000 shares.
Procedures under the Corporate Code of ConductAt the 46th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained for the payment of monetary receivables and the issuance or disposal of common shares under this plan.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive to achieve sustained growth in the Company's corporate value and promote value sharing with shareholders, as well as to further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TERASAKI ELECTRIC CO.,LTD. (6637) timely disclosure | Komori