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Share Issuance and Disposal6654FUJI ELECTRIC INDUSTRY CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

不二電機工業 resolved to dispose of 4,500 treasury shares to 4 directors as restricted stock compensation at ¥1,094 per share. The transfer restriction period is 30 years from the payment date.

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4500
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,500Shares

Treasury shares: 4,500 shares

4 directors, excluding outside directors and directors who are Audit & Supervisory Committee members: 4,500 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,094 per share
Total issue value

¥4,923,000

Amount of funds to be raised
Total payment amount: ¥4,923,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥4,923,000. The total amount of monetary remuneration claims under the scheme is capped at ¥50 million per year.
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
30 years from the payment date
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. However, if the director loses the position before the expiration of the period for a reason deemed justifiable by the Board of Directors, all or part of the restrictions will be lifted in accordance with the agreement and regulations. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted before the effective date with respect to a reasonably determined number of shares.
Reason for acquisition without consideration
The Company will acquire without consideration any shares covered by this allocation for which the transfer restrictions are not lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered
4 directors, excluding outside directors and directors who are Audit & Supervisory Committee members: 4,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period is 30 years from the payment date.
Payment date
13 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 22 April 2026, ¥1,094. Discount/premium rate: none (the price is equal to the closing price).
Procedures under the Corporate Code of Conduct
The voluntarily established Nomination and Remuneration Advisory Committee, comprising the Representative Director and outside directors, advised that the disposal price does not constitute a particularly favorable price for the intended allottees.
Impact on Business Performance
No impact of this disposal of treasury shares on results for the fiscal year ending January 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: 4,500 shares
Issue price and disposal price¥1,094 per share
Total issue value¥4,923,000
Amount of funds to be raisedTotal payment amount: ¥4,923,000; estimated net proceeds: Not disclosed
Payment date13 May 2026
Intended allottee4 directors, excluding outside directors and directors who are Audit & Supervisory Committee members: 4,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period is 30 years from the payment date.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 22 April 2026, ¥1,094. Discount/premium rate: none (the price is equal to the closing price).
Transfer restriction period30 years from the payment date
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. However, if the director loses the position before the expiration of the period for a reason deemed justifiable by the Board of Directors, all or part of the restrictions will be lifted in accordance with the agreement and regulations. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted before the effective date with respect to a reasonably determined number of shares.
Reason for acquisition without considerationThe Company will acquire without consideration any shares covered by this allocation for which the transfer restrictions are not lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered4 directors, excluding outside directors and directors who are Audit & Supervisory Committee members: 4,500 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥4,923,000. The total amount of monetary remuneration claims under the scheme is capped at ¥50 million per year.
Procedures under the Corporate Code of ConductThe voluntarily established Nomination and Remuneration Advisory Committee, comprising the Representative Director and outside directors, advised that the disposal price does not constitute a particularly favorable price for the intended allottees.
Impact on Business PerformanceNo impact of this disposal of treasury shares on results for the fiscal year ending January 2027 is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 with an incentive to sustainably increase corporate value and promote the sharing of value with shareholders through direct share ownership.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FUJI ELECTRIC INDUSTRY CO.,LTD. (6654) timely disclosure | Komori