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Share Issuance and Disposal6730AXELL CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees

The Company resolved to dispose of a total of 61,310 treasury shares as restricted stock compensation for 4 directors and 103 employees. The transfer restriction period is 30 years for the shares allocated to directors and, in principle, until retirement or departure from the Company for the shares allocated to employees.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Directors 17,540 shares / Employees 43,770 shares / Total 61,310 shares

4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members17,540 shares
103 employees of the Company43,770 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.

Directors ¥1,140 per share / Employees ¥1,140 per share
Total issue value

Directors ¥19,995,600 / Employees ¥49,897,800 / Total ¥69,893,400

Amount of funds to be raised
The total amount of ¥69,893,400 in monetary compensation receivables will be contributed in kind. Accordingly, no funds will be raised through payment and no estimated net proceeds will arise.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥69,893,400. The annual limit on the total compensation receivables of eligible directors is ¥30 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase and no dilution will occur.

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
Directors 14 August 2026 to 13 August 2056 (30 years) / Employees From 1 October 2026 until the date on which the holder ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries, or retires from such position.
Conditions for lifting transfer restrictions
For directors, the transfer restrictions will, in principle, be lifted upon retirement or departure, provided that the director continuously held a position as a director, executive officer or employee of the Company Group until the first annual general meeting of shareholders to occur thereafter. However, the restrictions will not be lifted if the director remains in service for 30 years. For employees, all transfer restrictions will, in principle, be lifted upon expiration of the restriction period, provided that the employee remains continuously employed until the end of the first fiscal year to occur thereafter. In the event of retirement or departure for a valid reason, the restrictions will be adjusted reasonably.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if a director retires or departs without a valid reason before the day preceding the first annual general meeting of shareholders to occur thereafter, or if an employee retires or departs without a valid reason before the day preceding the end of the first fiscal year to occur thereafter. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the restriction period, as well as any shares whose restrictions have not been lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 17,540 shares, Category Employees of the Company / Number of Employees 103 / Number of allocated shares 43,770 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
Directors 14 August 2026 / Employees 1 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, ¥1,140. No discount or premium.
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 ofDirectors 17,540 shares / Employees 43,770 shares / Total 61,310 shares
Issue price and disposal priceDirectors ¥1,140 per share / Employees ¥1,140 per share
Total issue valueDirectors ¥19,995,600 / Employees ¥49,897,800 / Total ¥69,893,400
Amount of funds to be raisedThe total amount of ¥69,893,400 in monetary compensation receivables will be contributed in kind. Accordingly, no funds will be raised through payment and no estimated net proceeds will arise.
Payment dateDirectors 14 August 2026 / Employees 1 October 2026
Intended allotteeCategory 4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members / Number of Shares 17,540 shares, Category 103 employees of the Company / Number of Shares 43,770 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase and no dilution will occur.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 15 July 2026, ¥1,140. No discount or premium.
Transfer restriction periodDirectors 14 August 2026 to 13 August 2056 (30 years) / Employees From 1 October 2026 until the date on which the holder ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries, or retires from such position.
Conditions for lifting transfer restrictionsFor directors, the transfer restrictions will, in principle, be lifted upon retirement or departure, provided that the director continuously held a position as a director, executive officer or employee of the Company Group until the first annual general meeting of shareholders to occur thereafter. However, the restrictions will not be lifted if the director remains in service for 30 years. For employees, all transfer restrictions will, in principle, be lifted upon expiration of the restriction period, provided that the employee remains continuously employed until the end of the first fiscal year to occur thereafter. In the event of retirement or departure for a valid reason, the restrictions will be adjusted reasonably.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if a director retires or departs without a valid reason before the day preceding the first annual general meeting of shareholders to occur thereafter, or if an employee retires or departs without a valid reason before the day preceding the end of the first fiscal year to occur thereafter. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the restriction period, as well as any shares whose restrictions have not been lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 17,540 shares, Category Employees of the Company / Number of Employees 103 / Number of allocated shares 43,770 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥69,893,400. The annual limit on the total compensation receivables of eligible directors is ¥30 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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.

For directors, to share with shareholders the benefits and risks of share price fluctuations and encourage them to contribute to an increase in the share price and corporate value. For employees, to improve motivation and strengthen retention through investment in human capital, provide incentives for the sustainable enhancement of corporate value, and deepen the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees | AXELL CORPORATION (6730) timely disclosure | Komori