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Share Issuance and Disposal6912KIKUSUI HOLDINGS CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,909 treasury shares as restricted stock compensation for 3 directors and 5 advisors. The disposal price is ¥2,081 per share, and the payment date is 10 July 2026.

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13909
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,909Shares

13,909 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)3 / 7,423 shares
Advisor to the Company5 / 6,486 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.

¥2,081 per share
Total issue value

¥28,944,629

Total Stock-Based Compensation
Up to ¥40 million per year in total monetary remuneration receivables (the remuneration limit under the plan)
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 10 July 2026 to 10 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the allocated individual has continuously held a position as a director, advisor or other position designated by the Company's Board of Directors throughout the transfer restriction period. If the individual loses the position due to death, expiration of the term of office, mandatory retirement or another reason deemed valid by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the individual's period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares remaining after the transfer restrictions have been lifted.
Categories and Number of Persons Covered
3 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 7,423 shares; 5 advisors of the Company, 6,486 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, all of the shares will be held and maintained in a dedicated account opened with Mizuho Securities Co., Ltd. The transfer restriction period is from 10 July 2026 to 10 July 2056.
Payment date
10 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 24 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,081. No discount or premium is 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 of13,909 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,081 per share
Total issue value¥28,944,629
Payment date10 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 7,423 shares, Category Advisor to the Company / Number of Employees 5 / Number of Shares 6,486 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, all of the shares will be held and maintained in a dedicated account opened with Mizuho Securities Co., Ltd. The transfer restriction period is from 10 July 2026 to 10 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,081. No discount or premium is stated.
Transfer restriction periodFrom 10 July 2026 to 10 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the allocated individual has continuously held a position as a director, advisor or other position designated by the Company's Board of Directors throughout the transfer restriction period. If the individual loses the position due to death, expiration of the term of office, mandatory retirement or another reason deemed valid by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the individual's period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares remaining after the transfer restrictions have been lifted.
Categories and Number of Persons Covered3 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 7,423 shares; 5 advisors of the Company, 6,486 shares
Total Stock-Based CompensationUp to ¥40 million per year in total monetary remuneration receivables (the remuneration limit under the plan)
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 for the sustained enhancement of the Company's corporate value and to further align the interests of the directors and shareholders. The Company also considered the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KIKUSUI HOLDINGS CORPORATION (6912) timely disclosure | Komori