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Share Issuance and Disposal6853KYOWA ELECTRONIC INSTRUMENTS CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 27,654 treasury shares as restricted stock to 3 directors and 6 executive officers. The shares may not be transferred until the required conditions, including remaining in office or employment, are met, and the Company will acquire without consideration any shares for which the conditions are not met.

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27654
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much27,654Shares

27,654 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors and directors serving as Audit and Supervisory Committee members)20,396 shares
6 executive officers who do not concurrently serve as directors of the Company7,258 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.

¥730 per share
Total issue value

¥20,187,420

Amount of funds to be raised
Total payment amount: ¥20,187,420 (through an in-kind contribution of monetary compensation claims granted to the recipients) / Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥20,187,420. The annual compensation limit for the eligible directors is ¥40,000 thousand 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 April 2026 until the date on which the recipient ceases to hold any position as a director who is not an Audit & Supervisory Committee Member of the Company, excluding outside directors, or as an executive officer
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allotted shares will be lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds the relevant position from 24 April 2026 through 1 April 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed justifiable by the Board of Directors, the transfer restrictions will be lifted on the number of shares calculated by multiplying the number of allotted shares by the number of months from April 2026 through the month that includes the date on which the recipient ceases to hold the position, divided by 12.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered
3 directors of the Company: 20,396 shares; 6 executive officers who do not concurrently serve as directors of the Company: 7,258 shares
Intended allottee's holding policy
From 24 April 2026 until the date on which the recipient ceases to hold any position as a director who is not an Audit & Supervisory Committee Member of the Company, excluding outside directors, or as an executive officer, the recipient may not transfer, create a security interest in or otherwise dispose of the shares.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥730. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 76th Annual General Meeting of Shareholders held on 29 March 2023, approval was obtained for the granting of monetary compensation claims to the eligible directors and for the transfer restriction period.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock
Number of shares to be issued or disposed of27,654 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥730 per share
Total issue value¥20,187,420
Amount of funds to be raisedTotal payment amount: ¥20,187,420 (through an in-kind contribution of monetary compensation claims granted to the recipients) / Approximate net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName 3 directors of the Company (excluding outside directors and directors serving as Audit and Supervisory Committee members) / Number of Shares 20,396 shares, Name 6 executive officers who do not concurrently serve as directors of the Company / Number of Shares 7,258 shares
Intended allottee's holding policyFrom 24 April 2026 until the date on which the recipient ceases to hold any position as a director who is not an Audit & Supervisory Committee Member of the Company, excluding outside directors, or as an executive officer, the recipient may not transfer, create a security interest in or otherwise dispose of the shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥730. No discount or premium applies.
Transfer restriction periodFrom 24 April 2026 until the date on which the recipient ceases to hold any position as a director who is not an Audit & Supervisory Committee Member of the Company, excluding outside directors, or as an executive officer
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allotted shares will be lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds the relevant position from 24 April 2026 through 1 April 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed justifiable by the Board of Directors, the transfer restrictions will be lifted on the number of shares calculated by multiplying the number of allotted shares by the number of months from April 2026 through the month that includes the date on which the recipient ceases to hold the position, divided by 12.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at any other time specified in the agreement.
Categories and Number of Persons Covered3 directors of the Company: 20,396 shares; 6 executive officers who do not concurrently serve as directors of the Company: 7,258 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥20,187,420. The annual compensation limit for the eligible directors is ¥40,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 76th Annual General Meeting of Shareholders held on 29 March 2023, approval was obtained for the granting of monetary compensation claims to the eligible directors and for the transfer restriction period.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

To provide incentives for the sustainable enhancement of corporate value and further promote value sharing with shareholders. The Company also took into consideration its business performance, 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 | KYOWA ELECTRONIC INSTRUMENTS CO.,LTD. (6853) timely disclosure | Komori