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Share Issuance and Disposal6797NAGOYA ELECTRIC WORKS CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 18,400 treasury shares to 5 directors and 2 executive officers as restricted stock compensation. The total disposal value is ¥21,215,200, and the transfer restriction period will be 40 years.

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18400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,400Shares

18,400 shares of the company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 14,600 shares
The Company's executive officers who do not concurrently serve as directors2 / 3,800 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.

¥1,153 per share
Total issue value

¥21,215,200

Total Stock-Based Compensation
Monetary compensation receivables of ¥21,215,200 (within the existing annual compensation limit of ¥40 million)
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 (treasury share disposal only)

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
40 years (15 July 2026 to 14 July 2066)
Conditions for lifting transfer restrictions
If an eligible recipient remains in the relevant position continuously through the date of the first ensuing annual general meeting of shareholders after 15 July 2026, the transfer restrictions on all of the allocated shares held immediately after the recipient's retirement will be lifted. In the event of retirement for a legitimate reason, the restrictions will be lifted on all or part of the shares in proportion to the number of months served. In the event of a corporate reorganization or similar event, the restrictions will be lifted in proportion to the prescribed number of months.
Reason for acquisition without consideration
If an eligible recipient retires without a legitimate reason before the day preceding the date of the first ensuing annual general meeting of shareholders and any shares remain subject to transfer restrictions. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or similar event.
Stock Split Ratio2-for-1 common stock split, effective 1 April 2025
Categories and Number of Persons Covered
5 directors of the company (excluding directors serving as Audit and Supervisory Committee members and outside directors), 14,600 shares; 2 executive officers who do not concurrently serve as directors, 3,800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 15 July 2026 to 14 July 2066.
Payment date
15 July 2026
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange on 22 June 2026, ¥1,153. 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 of18,400 shares of the company's common stock (treasury shares)
Issue price and disposal price¥1,153 per share
Total issue value¥21,215,200
Payment date15 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 14,600 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of Shares 3,800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 15 July 2026 to 14 July 2066.
Dilution RateNot applicable (treasury share disposal only)
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 stock on the Tokyo Stock Exchange on 22 June 2026, ¥1,153. No discount or premium.
Transfer restriction period40 years (15 July 2026 to 14 July 2066)
Conditions for lifting transfer restrictionsIf an eligible recipient remains in the relevant position continuously through the date of the first ensuing annual general meeting of shareholders after 15 July 2026, the transfer restrictions on all of the allocated shares held immediately after the recipient's retirement will be lifted. In the event of retirement for a legitimate reason, the restrictions will be lifted on all or part of the shares in proportion to the number of months served. In the event of a corporate reorganization or similar event, the restrictions will be lifted in proportion to the prescribed number of months.
Reason for acquisition without considerationIf an eligible recipient retires without a legitimate reason before the day preceding the date of the first ensuing annual general meeting of shareholders and any shares remain subject to transfer restrictions. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or similar event.
Categories and Number of Persons Covered5 directors of the company (excluding directors serving as Audit and Supervisory Committee members and outside directors), 14,600 shares; 2 executive officers who do not concurrently serve as directors, 3,800 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥21,215,200 (within the existing annual compensation limit of ¥40 million)
Stock Split Ratio2-for-1 common stock split, effective 1 April 2025
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 enable directors and executive officers to share with shareholders both the benefits and risks of fluctuations in the share price, and to increase their incentive to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NAGOYA ELECTRIC WORKS CO.,LTD. (6797) timely disclosure | Komori