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Share Issuance and Disposal6837KYOSHA CO.,LTD.Electrical Equipment and Precision Instruments

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

The Company resolved to dispose of 36,400 treasury shares as restricted stock to 4 directors and 58 employees. Of this amount, 6,000 shares will be allocated to directors and 30,400 shares to employees.

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43Recurring
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Neutral
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Scale
36400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

36,400 shares of the Company's common stock (6,000 shares to 4 directors and 30,400 shares to 58 employees)

4 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)6,000 shares
58 employees of the Company30,400 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.

¥392 per share
Total issue value

¥14,268,800

Total Stock-Based Compensation
Monetary compensation claims of ¥2,352,000 for directors and monetary claims of ¥11,916,800 for employees. The annual compensation limit for directors is ¥24 million or less.
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 24 July 2026 (the payment date) until the date on which the recipient ceases to hold either the position of director or executive officer of the Company (as stated for directors)
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director or executive officer of the Company from the day following the annual general meeting of shareholders for the fiscal year ended March 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiry of the term of office or another reason deemed valid by the Company's Board of Directors, the restrictions will be lifted on a number of shares reasonably calculated according to the length of the period served.
Reason for acquisition without consideration
Shares for which the restrictions have not been lifted when the restricted transfer period expires. If an operating loss is recorded in the accounts for the first fiscal year ending after the shares are granted, the recipient ceases to hold the position without a valid reason, or any other circumstance separately stipulated by the Company's Board of Directors arises, the Company will acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors of the Company, 6,000 shares; 58 employees of the Company, 30,400 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. For directors, the period runs from 24 July 2026 until the date on which they cease to hold either the position of director or executive officer of the Company.
Payment date
24 July 2026 (for directors), 26 August 2026 (for employees)
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the board resolution, was ¥392. No discount or premium was stated.
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 of36,400 shares of the Company's common stock (6,000 shares to 4 directors and 30,400 shares to 58 employees)
Issue price and disposal price¥392 per share
Total issue value¥14,268,800
Payment date24 July 2026 (for directors), 26 August 2026 (for employees)
Intended allotteeCategory 4 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 6,000 shares, Category 58 employees of the Company / Number of Shares 30,400 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. For directors, the period runs from 24 July 2026 until the date on which they cease to hold either the position of director or executive officer of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the board resolution, was ¥392. No discount or premium was stated.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the recipient ceases to hold either the position of director or executive officer of the Company (as stated for directors)
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director or executive officer of the Company from the day following the annual general meeting of shareholders for the fiscal year ended March 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiry of the term of office or another reason deemed valid by the Company's Board of Directors, the restrictions will be lifted on a number of shares reasonably calculated according to the length of the period served.
Reason for acquisition without considerationShares for which the restrictions have not been lifted when the restricted transfer period expires. If an operating loss is recorded in the accounts for the first fiscal year ending after the shares are granted, the recipient ceases to hold the position without a valid reason, or any other circumstance separately stipulated by the Company's Board of Directors arises, the Company will acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the Company, 6,000 shares; 58 employees of the Company, 30,400 shares
Total Stock-Based CompensationMonetary compensation claims of ¥2,352,000 for directors and monetary claims of ¥11,916,800 for employees. The annual compensation limit for directors is ¥24 million or less.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal 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.

To provide an incentive to achieve sustained increases in corporate value and shareholder value over the medium to long term and to promote value sharing with shareholders. For the directors, the purpose of the system, the Company's performance and the scope of responsibilities of each recipient were also taken into consideration.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Employees | KYOSHA CO.,LTD. (6837) timely disclosure | Komori