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Share Issuance and Disposal6644Osaki 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 45,064 treasury shares as restricted stock compensation for directors and executive officers. The shares generally may not be transferred for 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much45,064Shares

Treasury shares: 45,064 common shares of the Company

3 directors of the Company (excluding outside directors)27,857 shares
11 Executive Officers who do not concurrently serve as Directors of the Company17,207 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.

¥1,460 per share
Total issue value

¥65,793,440

Amount of funds to be raised
Total amount paid: ¥65,793,440 (no estimated net proceeds are stated because the shares are paid for through an in-kind contribution of monetary claims)
Total Stock-Based Compensation
Total monetary claims: ¥65,793,440 (the annual monetary compensation limit under the plan is ¥100 million or less)
発行済株式総数

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

Not applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)

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.

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 6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company or executive officer who does not concurrently serve as a director throughout the restriction period, all restrictions will be lifted upon expiration of the restriction period. If the recipient leaves the position upon expiration of the term of office, death, or other legitimate grounds, some or all restrictions will be lifted according to the prescribed calculation method. In the event of a reorganisation or similar transaction, some restrictions will also be lifted according to the prescribed calculation method.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 27,857 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 17,207 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. Provided that the eligible directors and other recipients continuously hold the prescribed positions throughout the restriction period, all transfer restrictions will be lifted upon expiration of the restriction period.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,460. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The resolution was adopted by the Board of Directors following deliberation and a report by the Nomination and Compensation Committee.
Impact on Business Performance
No impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is 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: 45,064 common shares of the Company
Issue price and disposal price¥1,460 per share
Total issue value¥65,793,440
Amount of funds to be raisedTotal amount paid: ¥65,793,440 (no estimated net proceeds are stated because the shares are paid for through an in-kind contribution of monetary claims)
Payment date6 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 27,857 shares, Name 11 Executive Officers who do not concurrently serve as Directors of the Company / Number of Shares 17,207 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. Provided that the eligible directors and other recipients continuously hold the prescribed positions throughout the restriction period, all transfer restrictions will be lifted upon expiration of the restriction period.
Dilution RateNot applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)
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 shares on the Prime Market of the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,460. No discount or premium applies.
Transfer restriction periodFrom 6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company or executive officer who does not concurrently serve as a director throughout the restriction period, all restrictions will be lifted upon expiration of the restriction period. If the recipient leaves the position upon expiration of the term of office, death, or other legitimate grounds, some or all restrictions will be lifted according to the prescribed calculation method. In the event of a reorganisation or similar transaction, some restrictions will also be lifted according to the prescribed calculation method.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 27,857 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 17,207 shares
Total Stock-Based CompensationTotal monetary claims: ¥65,793,440 (the annual monetary compensation limit under the plan is ¥100 million or less)
Procedures under the Corporate Code of ConductThe resolution was adopted by the Board of Directors following deliberation and a report by the Nomination and Compensation Committee.
Impact on Business PerformanceNo impact of this disposal of treasury shares on the Bank’s performance for the fiscal year ending March 2027 is stated.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 improve medium- to long-term performance and promote the sharing of value with shareholders. The Company also considered the purpose of the plan, the Company's performance, and the responsibilities of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Osaki Electric Co.,Ltd. (6644) timely disclosure | Komori