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Share Issuance and Disposal6718AIPHONE CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,671 treasury shares as restricted stock compensation for 2 directors and 6 executive officers. The shares may not be transferred for up to 50 years, and the transfer restrictions will be lifted based on factors including the degree of achievement of performance targets.

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9671
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,671Shares

9,671 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)2 / 4,259 shares
The Company's executive officers who do not concurrently serve as directors6 / 5,412 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.

¥2,658 per share
Total issue value

¥25,705,518

Amount of funds to be raised
Total payment amount: ¥25,705,518; estimated net proceeds: Not disclosed (no cash payment will be made because the treasury shares will be disposed of through an in-kind contribution)
Total Stock-Based Compensation
Total monetary claims: ¥25,705,518
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 17 July 2026 to 16 July 2076 (50 years)
Conditions for lifting transfer restrictions
The restrictions will be lifted based on the degree of achievement of the targets for operating profit, return on equity (ROE), and net sales, which are the principal management targets for the 69th fiscal year, provided that the recipient continuously holds the position of either director of the Company or executive officer who does not concurrently serve as a director during the transfer restriction period. If the recipient retires or resigns for a legitimate reason, the number of shares for which the restrictions will be lifted will be calculated reasonably based on factors including the degree of achievement of the performance targets.
Reason for acquisition without consideration
If a recipient retires or resigns before the end of the transfer restriction period for any reason other than expiration of the term of office, reaching mandatory retirement age, death, or another legitimate reason, the Company will automatically acquire the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted as of the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors), 4,259 shares; 6 executive officers of the Company who do not concurrently serve as directors, 5,412 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,658. No discount or premium rate was 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 of9,671 common shares of the Company (treasury shares)
Issue price and disposal price¥2,658 per share
Total issue value¥25,705,518
Amount of funds to be raisedTotal payment amount: ¥25,705,518; estimated net proceeds: Not disclosed (no cash payment will be made because the treasury shares will be disposed of through an in-kind contribution)
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 2 / Number of Shares 4,259 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 6 / Number of Shares 5,412 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,658. No discount or premium rate was stated.
Transfer restriction periodFrom 17 July 2026 to 16 July 2076 (50 years)
Conditions for lifting transfer restrictionsThe restrictions will be lifted based on the degree of achievement of the targets for operating profit, return on equity (ROE), and net sales, which are the principal management targets for the 69th fiscal year, provided that the recipient continuously holds the position of either director of the Company or executive officer who does not concurrently serve as a director during the transfer restriction period. If the recipient retires or resigns for a legitimate reason, the number of shares for which the restrictions will be lifted will be calculated reasonably based on factors including the degree of achievement of the performance targets.
Reason for acquisition without considerationIf a recipient retires or resigns before the end of the transfer restriction period for any reason other than expiration of the term of office, reaching mandatory retirement age, death, or another legitimate reason, the Company will automatically acquire the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted as of the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors), 4,259 shares; 6 executive officers of the Company who do not concurrently serve as directors, 5,412 shares
Total Stock-Based CompensationTotal monetary claims: ¥25,705,518
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 support the sustained enhancement of corporate value, share value with shareholders, further motivate the recipients, and provide an incentive to achieve the management targets for the 69th fiscal year.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AIPHONE CO.,LTD. (6718) timely disclosure | Komori