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Share Issuance and Disposal6676BUFFALO INC.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,700 treasury shares as restricted stock compensation for 6 directors. The shares will be allotted on 24 July 2026 and, in principle, may not be transferred until the date of the Company's annual general meeting of shareholders in 2029.

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Direction
Neutral
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Scale
22700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,700Shares

22,700 shares of the Company's common stock (treasury shares)

2 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)8,700 shares
4 full-time directors who are Audit and Supervisory Committee Members14,000 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.

No monetary payment or contribution of property is required. The fair value is ¥2,471 per share.
Total issue value

¥56,091,700 (total fair value)

Amount of funds to be raised
Total amount to be paid: ¥0; estimated net proceeds: ¥0
Total Stock-Based Compensation
Total fair value: ¥56,091,700. The annual compensation limits are ¥50 million for directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and ¥40 million for directors who are Audit and Supervisory Committee members (excluding part-time directors).
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 (disposal of treasury shares)

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 24 July 2026 (the allotment date) until the date of the Company's annual general meeting of shareholders to be held in 2029
Conditions for lifting transfer restrictions
Provided that the eligible director remains in the position of director of the Company throughout the service period, all of the shares allotted under this plan will be released from the transfer restrictions upon expiration of the transfer restriction period. If the director retires for a justifiable reason, directors other than full-time directors who are Audit and Supervisory Committee members will have the number of shares corresponding to their months of service released from the restrictions, while full-time directors who are Audit and Supervisory Committee members will have all of the shares allotted under this plan released from the restrictions.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, or on the day following the date on which an eligible director retires during the transfer restriction period, the Company will acquire without consideration any shares allotted under this plan that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
Category Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 2 / Number of allocated shares 8,700 shares, Category Full-time directors who are Audit and Supervisory Committee Members / Number of Employees 4 / Number of allocated shares 14,000 shares
Intended allottee's holding policy
From 24 July 2026 until the date of the Company's annual general meeting of shareholders to be held in 2029, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
No monetary payment or contribution of property is required.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, ¥2,471, was used as the fair value. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
At the 39th annual general meeting of shareholders held on 25 June 2025, approval was obtained for the grant of restricted stock and other matters 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 of22,700 shares of the Company's common stock (treasury shares)
Issue price and disposal priceNo monetary payment or contribution of property is required. The fair value is ¥2,471 per share.
Total issue value¥56,091,700 (total fair value)
Amount of funds to be raisedTotal amount to be paid: ¥0; estimated net proceeds: ¥0
Payment dateNo monetary payment or contribution of property is required.
Intended allotteeCategory 2 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 8,700 shares, Category 4 full-time directors who are Audit and Supervisory Committee Members / Number of Shares 14,000 shares
Intended allottee's holding policyFrom 24 July 2026 until the date of the Company's annual general meeting of shareholders to be held in 2029, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares)
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 Tokyo Stock Exchange on 24 June 2026, ¥2,471, was used as the fair value. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 (the allotment date) until the date of the Company's annual general meeting of shareholders to be held in 2029
Conditions for lifting transfer restrictionsProvided that the eligible director remains in the position of director of the Company throughout the service period, all of the shares allotted under this plan will be released from the transfer restrictions upon expiration of the transfer restriction period. If the director retires for a justifiable reason, directors other than full-time directors who are Audit and Supervisory Committee members will have the number of shares corresponding to their months of service released from the restrictions, while full-time directors who are Audit and Supervisory Committee members will have all of the shares allotted under this plan released from the restrictions.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, or on the day following the date on which an eligible director retires during the transfer restriction period, the Company will acquire without consideration any shares allotted under this plan that remain subject to the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 2 / Number of allocated shares 8,700 shares, Category Full-time directors who are Audit and Supervisory Committee Members / Number of Employees 4 / Number of allocated shares 14,000 shares
Total Stock-Based CompensationTotal fair value: ¥56,091,700. The annual compensation limits are ¥50 million for directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and ¥40 million for directors who are Audit and Supervisory Committee members (excluding part-time directors).
Procedures under the Corporate Code of ConductAt the 39th annual general meeting of shareholders held on 25 June 2025, approval was obtained for the grant of restricted stock and other matters 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 (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 achieve sustained growth in corporate value and further promote value sharing with shareholders. The Company also took into consideration the purpose of the plan, the scope of the responsibilities of the eligible directors, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | BUFFALO INC. (6676) timely disclosure | Komori