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Share Issuance and Disposal6844Shindengen Electric Manufacturing Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,733 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 4 directors and 9 executive officers, and the transfer restriction period is 3 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,733Shares

8,733 shares of the Company's common stock (treasury shares)

4 directors (excluding outside directors)5,625 shares
9 executive officers who do not concurrently serve as directors3,108 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.

¥4,180 per share
Amount of funds to be raised

Total amount to be paid: ¥36,503,940 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation claims: ¥36,503,940 (for directors, within the annual compensation limit of ¥60 million)
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 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the applicable director or executive officer continuously holds the position of director or executive officer, respectively, of the Company during the transfer restriction period, all of the allocated shares will be released from the transfer restrictions at the end of the transfer restriction period. In the event of retirement upon expiration of the term of office, reaching the mandatory retirement age, or for any other legitimate reason, the transfer restrictions will be released for the number of shares determined according to the period of service. In the event of a corporate reorganization or similar transaction, the transfer restrictions will also be released for the number of shares determined according to the prescribed period of service.
Reason for acquisition without consideration
The Company will automatically acquire for no consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 5,625 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 3,108 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period is from 24 July 2026 to 23 July 2029.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
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 of8,733 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,180 per share
Amount of funds to be raisedTotal amount to be paid: ¥36,503,940 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeCategory 4 directors (excluding outside directors) / Number of Shares 5,625 shares, Category 9 executive officers who do not concurrently serve as directors / Number of Shares 3,108 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period is from 24 July 2026 to 23 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the applicable director or executive officer continuously holds the position of director or executive officer, respectively, of the Company during the transfer restriction period, all of the allocated shares will be released from the transfer restrictions at the end of the transfer restriction period. In the event of retirement upon expiration of the term of office, reaching the mandatory retirement age, or for any other legitimate reason, the transfer restrictions will be released for the number of shares determined according to the period of service. In the event of a corporate reorganization or similar transaction, the transfer restrictions will also be released for the number of shares determined according to the prescribed period of service.
Reason for acquisition without considerationThe Company will automatically acquire for no consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 5,625 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 3,108 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥36,503,940 (for directors, within the annual compensation limit of ¥60 million)
Items this document does not state (15)
Total issue valueEstimated 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 the medium- to long-term vision, further enhance governance, and promote the sharing of value with shareholders. The Company also stated that, in this disposal, it took into consideration the purpose of the system, the Company's operating conditions, the scope of responsibilities of each recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Shindengen Electric Manufacturing Co.,Ltd. (6844) timely disclosure | Komori