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Share Issuance and Disposal6653SEIKO 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 13,379 treasury shares as restricted stock compensation to 17 directors and executive officers. The shares may not be transferred for a specified period until conditions such as retirement or resignation are met.

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Neutral
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Scale
13379
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,379Shares

13,379 shares of the Company's common stock (treasury shares)

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors7,199 shares
13 executive officers who do not concurrently serve as directors6,180 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.

¥2,844 per share
Total issue value

¥38,049,876

Total Stock-Based Compensation
Total monetary compensation claims: ¥38,049,876 (of which ¥20,473,956 relates to 4 eligible directors). The annual compensation limit for eligible directors is ¥50 million or less.
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 15 May 2026 until the date on which the recipient resigns or retires from any position as a director of the Company or any other position designated by the Company's Board of Directors
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director of the Company or another position designated by the Company's Board of Directors during the service provision period from 27 March 2026 until the date of the annual general meeting of shareholders held in the following year. In the event of resignation or retirement upon expiration of the term of office, reaching the mandatory retirement age, or for another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Offering structure
Underwriter / lead underwriter
not disclosed (Nomura Securities Co., Ltd. is the counterparty to an agreement relating to the management of the share administration account)
Categories and Number of Persons Covered
Category Eligible directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 7,199 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 13 / Number of allocated shares 6,180 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. They will be managed in a designated account.
Payment date
15 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 21 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,844. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The introduction of the system and related matters were approved at the 115th Annual General Meeting of Shareholders held on 27 March 2019. Approval was obtained at the 120th Annual General Meeting of Shareholders held on 27 March 2024 to change the annual compensation limit for eligible directors to ¥50 million or less.
Impact on Business Performance
No information was provided regarding the impact on financial results.
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 of13,379 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,844 per share
Total issue value¥38,049,876
Payment date15 May 2026
Intended allotteeName 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 7,199 shares, Name 13 executive officers who do not concurrently serve as directors / Number of Shares 6,180 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. They will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 21 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,844. No discount or premium rate is stated.
Transfer restriction periodFrom 15 May 2026 until the date on which the recipient resigns or retires from any position as a director of the Company or any other position designated by the Company's Board of Directors
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director of the Company or another position designated by the Company's Board of Directors during the service provision period from 27 March 2026 until the date of the annual general meeting of shareholders held in the following year. In the event of resignation or retirement upon expiration of the term of office, reaching the mandatory retirement age, or for another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Eligible directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 7,199 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 13 / Number of allocated shares 6,180 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥38,049,876 (of which ¥20,473,956 relates to 4 eligible directors). The annual compensation limit for eligible directors is ¥50 million or less.
Underwriter / lead underwriternot disclosed (Nomura Securities Co., Ltd. is the counterparty to an agreement relating to the management of the share administration account)
Procedures under the Corporate Code of ConductThe introduction of the system and related matters were approved at the 115th Annual General Meeting of Shareholders held on 27 March 2019. Approval was obtained at the 120th Annual General Meeting of Shareholders held on 27 March 2024 to change the annual compensation limit for eligible directors to ¥50 million or less.
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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.

The purpose is to provide medium- to long-term incentives, share value with shareholders, attract and appoint talented individuals as officers and employees, and further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SEIKO ELECTRIC CO.,LTD. (6653) timely disclosure | Komori