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Share Issuance and Disposal6822Oi Electric Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares under the Restricted Stock Grant Scheme through the Employee Stock Ownership Association

The Company resolved to dispose of 19,588 treasury shares, with the Employee Stock Ownership Association as the allottee, to grant restricted stock to employees of the Company and its subsidiaries. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of employees who consent to participate in the plan.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
19588
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation (grant of restricted stock through the Employee Stock Ownership Association)

Who receives how much19,588Shares

19,588 treasury shares (maximum)

Ohi Electric Employee Stock Ownership Association, 19,588 shares (maximum)

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

¥5,340 per share (estimated amount; the higher of ¥5,340 and the closing price on the trading day immediately preceding the conditions determination date will be set on the conditions determination date)
Total issue value

¥104,599,920 (maximum; estimated amount)

発行済株式総数

1.46% (maximum basis, relative to 1,470,000 issued shares and 13,340 total voting rights)

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 the disposal date through 2 June 2031
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted period, all of the allocated shares corresponding to the employee’s interest will be released from the restrictions upon expiration of the period. If the employee leaves the association due to death, expiration of the employment term, promotion to an officer position, or another reason deemed legitimate by the Company, the restrictions will be released on the settlement release date. In the event of a corporate reorganization or similar transaction, the restrictions will also be released at the prescribed time.
Reason for acquisition without consideration
Immediately after expiration of the restricted period or the time at which the restrictions are released, the Company will automatically acquire without consideration any allocated shares for which the restrictions have not been released.
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries, up to 1,078 people; 4 to 20 shares per person depending on age (up to 19,588 shares in total)
Intended allottee's holding policy
During the restricted period, eligible employees may not withdraw the shares attributable to their interests in the association, or transfer, pledge, or otherwise dispose of them. Following the lifting of the restrictions, the shares will be transferred to ordinary interests.
Payment date
29 September 2026
Basis for determining the amount to be paid
The disposal price will be the higher of the ¥5,340 closing price on the Standard Market of the Tokyo Stock Exchange on 28 July 2026 and the closing price on the trading day immediately preceding the conditions determination date (5 August 2026). This represents -2.51% against the one-month average of ¥5,477, -3.82% against the three-month average of ¥5,552, and 1.31% against the six-month average of ¥5,271.
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 confirming shareholders’ intentions are not required. All 3 directors serving as Audit and Supervisory Committee members expressed the view that the process for determining the disposal price was reasonable and appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation (grant of restricted stock through the Employee Stock Ownership Association)
Number of shares to be issued or disposed of19,588 treasury shares (maximum)
Issue price and disposal price¥5,340 per share (estimated amount; the higher of ¥5,340 and the closing price on the trading day immediately preceding the conditions determination date will be set on the conditions determination date)
Total issue value¥104,599,920 (maximum; estimated amount)
Payment date29 September 2026
Intended allotteeOhi Electric Employee Stock Ownership Association, 19,588 shares (maximum)
Intended allottee's holding policyDuring the restricted period, eligible employees may not withdraw the shares attributable to their interests in the association, or transfer, pledge, or otherwise dispose of them. Following the lifting of the restrictions, the shares will be transferred to ordinary interests.
Dilution Rate1.46% (maximum basis, relative to 1,470,000 issued shares and 13,340 total voting rights)
Total number of issued shares1,470,000 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe disposal price will be the higher of the ¥5,340 closing price on the Standard Market of the Tokyo Stock Exchange on 28 July 2026 and the closing price on the trading day immediately preceding the conditions determination date (5 August 2026). This represents -2.51% against the one-month average of ¥5,477, -3.82% against the three-month average of ¥5,552, and 1.31% against the six-month average of ¥5,271.
Transfer restriction periodFrom the disposal date through 2 June 2031
Conditions for lifting transfer restrictionsProvided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted period, all of the allocated shares corresponding to the employee’s interest will be released from the restrictions upon expiration of the period. If the employee leaves the association due to death, expiration of the employment term, promotion to an officer position, or another reason deemed legitimate by the Company, the restrictions will be released on the settlement release date. In the event of a corporate reorganization or similar transaction, the restrictions will also be released at the prescribed time.
Reason for acquisition without considerationImmediately after expiration of the restricted period or the time at which the restrictions are released, the Company will automatically acquire without consideration any allocated shares for which the restrictions have not been released.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries, up to 1,078 people; 4 to 20 shares per person depending on age (up to 19,588 shares in total)
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 confirming shareholders’ intentions are not required. All 3 directors serving as Audit and Supervisory Committee members expressed the view that the process for determining the disposal price was reasonable and appropriate.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 support employees’ asset formation, provide incentives for the sustainable enhancement of corporate value, and promote the sharing of value between employees and shareholders.

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Notice Concerning the Disposal of Treasury Shares under the Restricted Stock Grant Scheme through the Employee Stock Ownership Association | Oi Electric Co.,Ltd. (6822) timely disclosure | Komori