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Share Issuance and Disposal6976TAIYO YUDEN CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,284 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 3 directors and 11 executive officers, and the total payment amount is ¥99,444,880.

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5284
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,284Shares

5,284 common shares of the Company (treasury shares)

The Company's directors, excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors3 / 2,147 shares
The Company's executive officers11 / 3,137 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.

¥18,820 per share
Total issue value

¥99,444,880

Total Stock-Based Compensation
Total monetary compensation claims of ¥99,444,880
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 17 July 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company. In principle, however, the restrictions will be lifted upon expiration of the period, provided that the recipient remains in office or employed through the date of the first annual general meeting of shareholders held after the commencement date.
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after the commencement date of the transfer restriction period. If the recipient retires or leaves employment for a valid reason, the restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the date on which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for the number of shares corresponding to the prescribed period of service.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders held after the commencement date, the recipient ceases to hold both the position of director and the position of executive officer without a valid reason. Shares for which the transfer restrictions have not been lifted upon expiration of the period. Shares for which the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category The Company's directors, excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors / Number of Employees 3 / Number of allocated shares 2,147 shares, Category The Company's executive officers / Number of Employees 11 / Number of allocated shares 3,137 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
17 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 25 June 2026, ¥18,820. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 83rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the amount and other details of compensation relating to restricted stock.
Most recent equity financing
Timing The 81st Annual General Meeting of Shareholders held on 29 June 2022 / Type Compensation and other matters relating to stock acquisition rights allocated as stock-based compensation-type stock options / Amount Not disclosed
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
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 of5,284 common shares of the Company (treasury shares)
Issue price and disposal price¥18,820 per share
Total issue value¥99,444,880
Payment date17 July 2026
Intended allotteeCategory The Company's directors, excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors / Number of Employees 3 / Number of Shares 2,147 shares, Category The Company's executive officers / Number of Employees 11 / Number of Shares 3,137 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥18,820. No discount or premium applies.
Transfer restriction periodFrom 17 July 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company. In principle, however, the restrictions will be lifted upon expiration of the period, provided that the recipient remains in office or employed through the date of the first annual general meeting of shareholders held after the commencement date.
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after the commencement date of the transfer restriction period. If the recipient retires or leaves employment for a valid reason, the restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the date on which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for the number of shares corresponding to the prescribed period of service.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders held after the commencement date, the recipient ceases to hold both the position of director and the position of executive officer without a valid reason. Shares for which the transfer restrictions have not been lifted upon expiration of the period. Shares for which the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory The Company's directors, excluding directors who are Audit and Supervisory Committee members and non-executive directors, including outside directors / Number of Employees 3 / Number of allocated shares 2,147 shares, Category The Company's executive officers / Number of Employees 11 / Number of allocated shares 3,137 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥99,444,880
Procedures under the Corporate Code of ConductAt the 83rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the amount and other details of compensation relating to restricted stock.
Most recent equity financingTiming The 81st Annual General Meeting of Shareholders held on 29 June 2022 / Type Compensation and other matters relating to stock acquisition rights allocated as stock-based compensation-type stock options / Amount Not disclosed
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
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 RatioMajor shareholders after the offering

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.

Under the restricted stock compensation plan, the Company will grant monetary compensation claims after comprehensively considering the recipients' contributions and other factors, and will allocate shares through contributions in kind of those claims.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAIYO YUDEN CO.,LTD. (6976) timely disclosure | Komori