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Share Issuance and Disposal6946Nippon Avionics Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) and Executive Officers

The Board of Directors resolved to dispose of 2,983 restricted shares of treasury stock to 2 directors and 3 executive officers as part of their compensation. The disposal price is ¥5,360 per share, for a total disposal value of ¥15,988,880.

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Direction
Neutral
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Scale
2983
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,983Shares

2,983 common shares (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members)1,864 shares
3 executive officers of the Company1,119 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.

¥5,360 per share
Total issue value

¥15,988,880

Amount of funds to be raised
Total payment amount: ¥15,988,880; estimated net proceeds: ¥15,988,880 (as the shares are paid for through an in-kind contribution of compensation claims, no cash is raised)
Total Stock-Based Compensation
Total monetary compensation claims: ¥15,988,880
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 16 July 2026 (the payment date) until the date on which the grantee ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The grantee must continuously hold either the position of director or executive officer of the Company from 16 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027 (for executive officers, from 1 April 2026 through the end of March 2027). If the grantee retires due to death or for another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Stock Split RatioFive common shares for each common share; effective date: 1 October 2024
Categories and Number of Persons Covered
Category Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 1,864 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 1,119 shares
Intended allottee's holding policy
From 16 July 2026 until the date on which they cease to hold any position as a director, executive officer or employee of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
16 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,360. No discount or premium rate 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 of2,983 common shares (treasury shares)
Issue price and disposal price¥5,360 per share
Total issue value¥15,988,880
Amount of funds to be raisedTotal payment amount: ¥15,988,880; estimated net proceeds: ¥15,988,880 (as the shares are paid for through an in-kind contribution of compensation claims, no cash is raised)
Payment date16 July 2026
Intended allotteeCategory 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 1,864 shares, Category 3 executive officers of the Company / Number of Shares 1,119 shares
Intended allottee's holding policyFrom 16 July 2026 until the date on which they cease to hold any position as a director, executive officer or employee of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,360. No discount or premium rate is stated.
Transfer restriction periodFrom 16 July 2026 (the payment date) until the date on which the grantee ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe grantee must continuously hold either the position of director or executive officer of the Company from 16 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027 (for executive officers, from 1 April 2026 through the end of March 2027). If the grantee retires due to death or for another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 1,864 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 1,119 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥15,988,880
Stock Split RatioFive common shares for each common share; effective date: 1 October 2024
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 underwriterOverallotmentProcedures 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 directors and executive officers with an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) and Executive Officers | Nippon Avionics Co.,Ltd. (6946) timely disclosure | Komori