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Share Issuance and Disposal6785SUZUKI CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,600 common shares of treasury stock as restricted stock compensation for 5 directors. The disposal price is ¥3,500 per share, for a total disposal value of ¥16.1 million.

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Neutral
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Scale
4600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,600Shares

4,600 treasury shares

5 of the Company's directors, excluding outside directors and directors who are Audit and Supervisory Committee members4,600 shares

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

¥3,500 per share
Total issue value

¥16,100,000

Amount of funds to be raised
As the full amount of these monetary compensation receivables will be paid in kind, no amount of cash to be raised is stated. Total monetary compensation receivables: ¥16,100,000
Total Stock-Based Compensation
Total monetary compensation receivables: ¥16,100,000. The compensation framework provides for an annual limit of ¥40 million and an annual limit of 50,000 shares.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 5 November 2026 through the point immediately following the time the holder ceases to hold office as a director of the Company
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the restricted period, provided that the holder continuously remains a director of the Company from the month including the date of this allocation resolution through immediately before the close of the first ordinary general meeting of shareholders to be held thereafter. If the holder leaves office upon expiration of the term or for another legitimate reason, restrictions on the number of shares corresponding to the period of service will be lifted immediately after the holder leaves office.
Reason for acquisition without consideration
If the holder commits a violation of laws or regulations during the restricted period or becomes subject to any other specified event provided for in the allocation agreement, and if the restrictions are not lifted upon expiration of the restricted period or at the time of release
Categories and Number of Persons Covered
5 of the Company's directors, excluding outside directors and directors who are Audit and Supervisory Committee members; 4,600 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The restricted period runs from 5 November 2026 through the point immediately following the time the holder ceases to hold office as a director of the Company.
Payment date
5 November 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 8 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,500. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 51st ordinary general meeting of shareholders held on 25 September 2020, approval was obtained for the restricted stock compensation plan and for the issuance or disposal, etc. of up to ¥40 million and 50,000 shares per year. This matter was resolved at the Board of Directors' meeting held on 9 October 2026.
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 of4,600 treasury shares
Issue price and disposal price¥3,500 per share
Total issue value¥16,100,000
Amount of funds to be raisedAs the full amount of these monetary compensation receivables will be paid in kind, no amount of cash to be raised is stated. Total monetary compensation receivables: ¥16,100,000
Payment date5 November 2026
Intended allotteeName 5 of the Company's directors, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 4,600 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The restricted period runs from 5 November 2026 through the point immediately following the time the holder ceases to hold office as a director of the Company.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 8 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,500. No discount or premium.
Transfer restriction periodFrom 5 November 2026 through the point immediately following the time the holder ceases to hold office as a director of the Company
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the restricted period, provided that the holder continuously remains a director of the Company from the month including the date of this allocation resolution through immediately before the close of the first ordinary general meeting of shareholders to be held thereafter. If the holder leaves office upon expiration of the term or for another legitimate reason, restrictions on the number of shares corresponding to the period of service will be lifted immediately after the holder leaves office.
Reason for acquisition without considerationIf the holder commits a violation of laws or regulations during the restricted period or becomes subject to any other specified event provided for in the allocation agreement, and if the restrictions are not lifted upon expiration of the restricted period or at the time of release
Categories and Number of Persons Covered5 of the Company's directors, excluding outside directors and directors who are Audit and Supervisory Committee members; 4,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥16,100,000. The compensation framework provides for an annual limit of ¥40 million and an annual limit of 50,000 shares.
Procedures under the Corporate Code of ConductAt the 51st ordinary general meeting of shareholders held on 25 September 2020, approval was obtained for the restricted stock compensation plan and for the issuance or disposal, etc. of up to ¥40 million and 50,000 shares per year. This matter was resolved at the Board of Directors' meeting held on 9 October 2026.
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.

The purpose is to provide the eligible directors with medium- to long-term incentives, share shareholder value and further enhance the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUZUKI CO.,LTD. (6785) timely disclosure | Komori