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Share Issuance and Disposal6656inspec Inc.Electrical Equipment and Precision Instruments

Notice Regarding the Grant of the 18th Series of Stock Options (Share Acquisition Rights)

The Company has decided to submit to the General Meeting of Shareholders a proposal to issue up to 200 stock options (equivalent to 20,000 common shares) to directors, audit & supervisory board members and employees. Up to 60 options (equivalent to 6,000 shares) will be allocated to directors.

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Direction
Neutral
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Scale
20000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

Who receives how much

Up to 20,000 common shares of the Company (of which up to 6,000 shares will be allocated to the Company's directors)

The Company's directors, audit & supervisory board members and employeesUp to 20,000 shares

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

No payment of money is required in exchange for the stock acquisition rights. The exercise price has not yet been determined.
Total Stock-Based Compensation

Directors' compensation: up to ¥100 million per year (excluding salaries for employees serving concurrently as directors); audit & supervisory board members' compensation: up to ¥20 million per year

発行済株式総数

0.15% of the total number of issued shares of 4,012,800, assuming that all stock acquisition rights allocated to directors are exercised

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.

Terms of the stock acquisition rights
Exercise price
The initial exercise price will be the average closing price for the month preceding the issue month multiplied by 1.05, rounded up to the nearest yen. The closing price on the issue date will serve as the floor, and adjustment provisions will apply in connection with stock splits, reverse stock splits, and the issuance of new shares or disposition of treasury shares at below-market prices.
Exercise period
Within 10 years from the day following the date two years have elapsed since the allotment date of the stock acquisition rights
Number of Stock Acquisition Rights
Up to 200 stock acquisition rights (of which up to 60 will be allocated to the Company's directors). The number of unexercised rights is Not disclosed
Reason for acquisition without consideration
If a holder of stock acquisition rights ceases to hold a position as a director, audit & supervisory board member or employee of the Company, waives all or part of the rights, or obtains shareholder approval for a merger in which the Company becomes the non-surviving company, or for a share exchange or share transfer in which the Company becomes a wholly owned subsidiary.
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.

Conditions for lifting transfer restrictions
At the time of exercise, the holder must hold a position as a director, audit & supervisory board member, employee or other equivalent position at the Company. This does not apply in the event of retirement upon expiration of the holder's term of office, mandatory retirement, or where the Board of Directors determines that there is a justifiable reason.
Categories and Number of Persons Covered
7 directors (including 3 outside directors) and 3 audit & supervisory board members. The number of employees and the number of shares allocated to them are Not disclosed
Intended allottee's holding policy
Any transfer of the stock acquisition rights requires the approval of the Board of Directors. Pledging or otherwise disposing of the stock acquisition rights is not permitted.
Basis for determining the amount to be paid
The exercise price will be the average closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on each day in the month preceding the month in which the stock acquisition rights are issued, multiplied by 1.05. However, if this price is lower than the closing price on the issue date of the stock acquisition rights, the closing price on the issue date will apply.
Procedures under the Corporate Code of Conduct
The proposal will be submitted to the 38th Annual General Meeting of Shareholders, scheduled for 24 July 2026
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options
Number of shares to be issued or disposed ofUp to 20,000 common shares of the Company (of which up to 6,000 shares will be allocated to the Company's directors)
Issue price and disposal priceNo payment of money is required in exchange for the stock acquisition rights. The exercise price has not yet been determined.
Intended allotteeName The Company's directors, audit & supervisory board members and employees / Number of Shares Up to 20,000 shares
Intended allottee's holding policyAny transfer of the stock acquisition rights requires the approval of the Board of Directors. Pledging or otherwise disposing of the stock acquisition rights is not permitted.
Dilution Rate0.15% of the total number of issued shares of 4,012,800, assuming that all stock acquisition rights allocated to directors are exercised
Total number of issued shares4,012,800 shares (as of 30 April 2026) → Not disclosed
Basis for determining the amount to be paidThe exercise price will be the average closing price of the Company's common shares in regular trading on the Tokyo Stock Exchange on each day in the month preceding the month in which the stock acquisition rights are issued, multiplied by 1.05. However, if this price is lower than the closing price on the issue date of the stock acquisition rights, the closing price on the issue date will apply.
Exercise priceThe initial exercise price will be the average closing price for the month preceding the issue month multiplied by 1.05, rounded up to the nearest yen. The closing price on the issue date will serve as the floor, and adjustment provisions will apply in connection with stock splits, reverse stock splits, and the issuance of new shares or disposition of treasury shares at below-market prices.
Exercise periodWithin 10 years from the day following the date two years have elapsed since the allotment date of the stock acquisition rights
Number of Stock Acquisition RightsUp to 200 stock acquisition rights (of which up to 60 will be allocated to the Company's directors). The number of unexercised rights is Not disclosed
Conditions for lifting transfer restrictionsAt the time of exercise, the holder must hold a position as a director, audit & supervisory board member, employee or other equivalent position at the Company. This does not apply in the event of retirement upon expiration of the holder's term of office, mandatory retirement, or where the Board of Directors determines that there is a justifiable reason.
Reason for acquisition without considerationIf a holder of stock acquisition rights ceases to hold a position as a director, audit & supervisory board member or employee of the Company, waives all or part of the rights, or obtains shareholder approval for a merger in which the Company becomes the non-surviving company, or for a share exchange or share transfer in which the Company becomes a wholly owned subsidiary.
Categories and Number of Persons Covered7 directors (including 3 outside directors) and 3 audit & supervisory board members. The number of employees and the number of shares allocated to them are Not disclosed
Total Stock-Based CompensationDirectors' compensation: up to ¥100 million per year (excluding salaries for employees serving concurrently as directors); audit & supervisory board members' compensation: up to ¥20 million per year
Procedures under the Corporate Code of ConductThe proposal will be submitted to the 38th Annual General Meeting of Shareholders, scheduled for 24 July 2026
Items this document does not state (12)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 increase motivation to contribute to the long-term enhancement of the Company's corporate value and promote management that places importance on shareholder value.

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Notice Regarding the Grant of the 18th Series of Stock Options (Share Acquisition Rights) | inspec Inc. (6656) timely disclosure | Komori