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Share Issuance and Disposal6914OPTEX GROUP Company,LimitedElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,700 treasury shares to 3 directors as restricted stock compensation. Monetary compensation claims totaling ¥10,064,000 will be contributed in kind.

Worth reading
41Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
3700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,700Shares

Treasury shares, common stock: 3,700 shares

3 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)3,700 shares

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

¥2,720 per share
Total issue value

¥10,064,000

Amount of funds to be raised
Total amount paid in: ¥10,064,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims of ¥10,064,000 (system-wide annual limit: ¥25,000 thousand)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
24 April 2026 to 23 April 2029 (3 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted immediately after the transfer restriction period expires, provided that the eligible director has continuously held office at the Company. If the director dies, retires upon expiration of the term of office, or the Board of Directors recognizes another legitimate reason, the restrictions will be lifted immediately after the relevant event in proportion to the number of months in office divided by 36. If consolidated ROE for the fiscal year ending December 2028 fails to reach 10% or more, in principle, all of the shares allotted under this arrangement will be acquired by the Company without consideration.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted under the conditions for lifting the restrictions, all shares allotted under this arrangement if consolidated ROE for the fiscal year ending December 2028 fails to reach 10% or more, and all shares allotted under this arrangement if the Company becomes the dissolving company or another entity that ceases to exist in a reorganization or similar transaction.
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members: 3,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
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 7 April 2026 was ¥2,720. There is no discount or premium.
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 ofTreasury shares, common stock: 3,700 shares
Issue price and disposal price¥2,720 per share
Total issue value¥10,064,000
Amount of funds to be raisedTotal amount paid in: ¥10,064,000; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName 3 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 3,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 7 April 2026 was ¥2,720. There is no discount or premium.
Transfer restriction period24 April 2026 to 23 April 2029 (3 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted immediately after the transfer restriction period expires, provided that the eligible director has continuously held office at the Company. If the director dies, retires upon expiration of the term of office, or the Board of Directors recognizes another legitimate reason, the restrictions will be lifted immediately after the relevant event in proportion to the number of months in office divided by 36. If consolidated ROE for the fiscal year ending December 2028 fails to reach 10% or more, in principle, all of the shares allotted under this arrangement will be acquired by the Company without consideration.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted under the conditions for lifting the restrictions, all shares allotted under this arrangement if consolidated ROE for the fiscal year ending December 2028 fails to reach 10% or more, and all shares allotted under this arrangement if the Company becomes the dissolving company or another entity that ceases to exist in a reorganization or similar transaction.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members: 3,700 shares
Total Stock-Based CompensationMonetary compensation claims of ¥10,064,000 (system-wide annual limit: ¥25,000 thousand)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 corporate value, promote value sharing with shareholders, and provide an incentive tied to medium-term management performance.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | OPTEX GROUP Company,Limited (6914) timely disclosure | Komori