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Share Issuance and Disposal6971KYOCERA CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 61,857 treasury shares as restricted stock compensation to 31 directors and executive officers. In principle, the shares may not be transferred until the recipient retires, and the restrictions will be lifted if certain conditions are met.

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Neutral
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61857
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much61,857Shares

61,857 shares of the Company's common stock (treasury shares)

A total of 31 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and executive officers61,857 shares

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

¥3,517.0 per share
Total issue value

Total disposal amount: ¥217,551,069

Amount of funds to be raised
Total payment amount: ¥117,552,208 (the aggregate amount of monetary compensation receivables to be paid to executive officers); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Limited to ¥100 million per year and to an amount equivalent to 0.1% of profit for the period attributable to owners of the parent, whichever is lower. The aggregate amount of monetary compensation receivables granted to executive officers in this disposal is ¥117,552,208.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

0.00%, immaterial

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 until the date on which neither the recipient is a director nor an executive officer of the Company
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allocated shares will be lifted upon expiration of the restriction period, provided that a director has continuously held the position of director or executive officer until the date of the first annual general meeting of shareholders of the Company held after the start date of the restriction period, and that an executive officer has continuously held the position of director or executive officer until 31 March 2027. If the recipient retires due to death or for another reason deemed legitimate by the Company's Board of Directors, the number of shares subject to lifting of the restrictions will be reasonably adjusted in proportion to the period served until retirement.
Reason for acquisition without consideration
At the expiration of the restriction period, the Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions remain after the restrictions are lifted.
Categories and Number of Persons Covered
A total of 31 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and executive officers; 61,857 shares allocated
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 24 July 2026 until the date on which neither the recipient is a director nor an executive officer of the Company.
Payment date
24 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 preceding the date of the Board of Directors' resolution, was ¥3,517.0. There was 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 of61,857 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,517.0 per share
Total issue valueTotal disposal amount: ¥217,551,069
Amount of funds to be raisedTotal payment amount: ¥117,552,208 (the aggregate amount of monetary compensation receivables to be paid to executive officers); estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName A total of 31 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and executive officers / Number of Shares 61,857 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 24 July 2026 until the date on which neither the recipient is a director nor an executive officer of the Company.
Dilution Rate0.00%, immaterial
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
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 preceding the date of the Board of Directors' resolution, was ¥3,517.0. There was no discount or premium.
Transfer restriction periodFrom 24 July 2026 until the date on which neither the recipient is a director nor an executive officer of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allocated shares will be lifted upon expiration of the restriction period, provided that a director has continuously held the position of director or executive officer until the date of the first annual general meeting of shareholders of the Company held after the start date of the restriction period, and that an executive officer has continuously held the position of director or executive officer until 31 March 2027. If the recipient retires due to death or for another reason deemed legitimate by the Company's Board of Directors, the number of shares subject to lifting of the restrictions will be reasonably adjusted in proportion to the period served until retirement.
Reason for acquisition without considerationAt the expiration of the restriction period, the Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions remain after the restrictions are lifted.
Categories and Number of Persons CoveredA total of 31 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) and executive officers; 61,857 shares allocated
Total Stock-Based CompensationLimited to ¥100 million per year and to an amount equivalent to 0.1% of profit for the period attributable to owners of the parent, whichever is lower. The aggregate amount of monetary compensation receivables granted to executive officers in this disposal is ¥117,552,208.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 directors and executive officers with incentives to sustainably enhance 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 Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KYOCERA CORPORATION (6971) timely disclosure | Komori