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Share Issuance and Disposal6750ELECOM CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares by Way of a Third-Party Allocation for the Grant of Restricted Shares through the Employee Stock Ownership Plan

The Company has resolved to dispose of up to 406,245 treasury shares to grant restricted stock to employees of the Company and its domestic group companies through the employee shareholding association. The actual number of shares and total disposal amount will be determined at a later date based on the number of employees who consent to participate in the scheme.

Worth reading
54Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.5
% (maximum dilution rate relative to the total number of shares issued)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (disposal of treasury shares as restricted stock)

Who receives how much406,245Shares

406,245 shares of the Company's common stock (maximum; to be determined at a later date based on the number of eligible employees)

ELECOM Employee Shareholding Association: 406,245 shares (maximum)

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

¥1,830 per share
Total issue value

¥743,428,350 (maximum)

Amount of funds to be raised
Total payment amount of ¥743,428,350 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims relating to special incentive payments: ¥743,428,350 (maximum)
発行済株式総数

0.50% of the total number of shares issued, excluding treasury shares, and 0.51% of the total number of voting rights (maximum figures in both cases)

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 22 December 2026 through 30 June 2031
Conditions for lifting transfer restrictions
The employee must remain a member of the employee shareholding association continuously from 1 July 2026 through the expiration date of the restriction period. In the event of withdrawal due to mandatory retirement, death, promotion to an officer position or another reason deemed legitimate by the Company, all restrictions will be lifted on the first business day of the month of withdrawal. In the event of voluntary resignation, the restrictions will be lifted in proportion to the number of months of service divided by 60, provided that the employee remained employed through 31 December 2026. In the event of a corporate reorganization or similar event, all restrictions may be lifted pursuant to a resolution of the Board of Directors.
Reason for acquisition without consideration
Immediately after the expiration of the restriction period, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted.
Categories and Number of Persons Covered
1,855 employees of the Group (maximum; employees residing in Japan who are employed on both 1 April 2026 and the end of December 2026): based on the assumption of a grant of 219 shares per person
Intended allottee's holding policy
During the restriction period, transfers, including withdrawals by eligible employees, the creation of security interests and other dispositions are prohibited. After the restrictions are lifted, the shares will be transferred to ordinary holdings in accordance with the association's rules.
Payment date
22 December 2026 (disposal date)
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 21 July 2026, ¥1,830. The deviations from the average closing prices were 1.95% from the one-month average of ¥1,795, 6.33% from the three-month average of ¥1,721 and 7.58% from the six-month average of ¥1,701.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder intentions are not required. In addition, all 3 Audit & Supervisory Board Members, who are all outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (disposal of treasury shares as restricted stock)
Number of shares to be issued or disposed of406,245 shares of the Company's common stock (maximum; to be determined at a later date based on the number of eligible employees)
Issue price and disposal price¥1,830 per share
Total issue value¥743,428,350 (maximum)
Amount of funds to be raisedTotal payment amount of ¥743,428,350 (maximum); estimated net proceeds: Not disclosed
Payment date22 December 2026 (disposal date)
Intended allotteeELECOM Employee Shareholding Association: 406,245 shares (maximum)
Intended allottee's holding policyDuring the restriction period, transfers, including withdrawals by eligible employees, the creation of security interests and other dispositions are prohibited. After the restrictions are lifted, the shares will be transferred to ordinary holdings in accordance with the association's rules.
Dilution Rate0.50% of the total number of shares issued, excluding treasury shares, and 0.51% of the total number of voting rights (maximum figures in both cases)
Total number of issued shares80,538,615 shares (excluding treasury shares, as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 21 July 2026, ¥1,830. The deviations from the average closing prices were 1.95% from the one-month average of ¥1,795, 6.33% from the three-month average of ¥1,721 and 7.58% from the six-month average of ¥1,701.
Transfer restriction periodFrom 22 December 2026 through 30 June 2031
Conditions for lifting transfer restrictionsThe employee must remain a member of the employee shareholding association continuously from 1 July 2026 through the expiration date of the restriction period. In the event of withdrawal due to mandatory retirement, death, promotion to an officer position or another reason deemed legitimate by the Company, all restrictions will be lifted on the first business day of the month of withdrawal. In the event of voluntary resignation, the restrictions will be lifted in proportion to the number of months of service divided by 60, provided that the employee remained employed through 31 December 2026. In the event of a corporate reorganization or similar event, all restrictions may be lifted pursuant to a resolution of the Board of Directors.
Reason for acquisition without considerationImmediately after the expiration of the restriction period, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted.
Categories and Number of Persons Covered1,855 employees of the Group (maximum; employees residing in Japan who are employed on both 1 April 2026 and the end of December 2026): based on the assumption of a grant of 219 shares per person
Total Stock-Based CompensationMonetary claims relating to special incentive payments: ¥743,428,350 (maximum)
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures for confirming shareholder intentions are not required. In addition, all 3 Audit & Supervisory Board Members, who are all outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price is lawful.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 express appreciation to employees in commemoration of the Company's 40th anniversary, while fostering employees' awareness of their participation in increasing corporate value over the medium to long term, sharing value with shareholders, engagement and retention.

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Notice Regarding the Disposal of Treasury Shares by Way of a Third-Party Allocation for the Grant of Restricted Shares through the Employee Stock Ownership Plan | ELECOM CO.,LTD. (6750) timely disclosure | Komori