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Share Issuance and Disposal7276KOITO MANUFACTURING CO.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 119,600 treasury shares held by the Company as share-based compensation for directors and executive officers. The shares will be allocated to 8 directors and 19 executive officers at ¥2,630 per share.

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119600
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much119,600Shares

119,600 treasury shares

Directors of the Company (excluding outside directors)8 independent officers / 55,300 shares
The Company's executive officers19 / 64,300 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.

¥2,630 per share
Total issue value

¥314,548,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥314,548,000. The total annual amount of monetary compensation receivables for directors is capped at ¥500 million.
発行済株式総数

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

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 13 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding either a director or executive officer position at the Company until the date of the first annual general meeting of shareholders held after 13 July 2026, all of the allocated shares held at the end of the restriction period will be released from the restrictions. If the recipient ceases to hold office or retires for a legitimate reason, part of the shares will be released based on the number of months in office. In the event of a corporate reorganization or similar transaction, part of the shares will also be released based on the prescribed number of months.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders to be held, the recipient ceases to hold any position as a director or executive officer or retires without a reason deemed legitimate. If any shares remain subject to the restrictions at the end of the restriction period. If the recipient ceases to hold office or retires in connection with a corporate reorganization or similar transaction and the restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 8 independent officers / Number of allocated shares 55,300 shares, Category Executive officers / Number of Employees 19 / Number of allocated shares 64,300 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way, and must be held and maintained in a designated account until the restrictions are lifted.
Payment date
13 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, ¥2,630. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 125th Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the introduction of a restricted stock compensation plan, the annual limit on compensation receivables and the limit on the number of shares, among other matters.
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 of119,600 treasury shares
Issue price and disposal price¥2,630 per share
Total issue value¥314,548,000
Payment date13 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 8 independent officers / Number of Shares 55,300 shares, Category The Company's executive officers / Number of Employees 19 / Number of Shares 64,300 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way, and must be held and maintained in a designated account until the restrictions are lifted.
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 shares on the Tokyo Stock Exchange on 25 June 2026, ¥2,630. No discount or premium rate is stated.
Transfer restriction periodFrom 13 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding either a director or executive officer position at the Company until the date of the first annual general meeting of shareholders held after 13 July 2026, all of the allocated shares held at the end of the restriction period will be released from the restrictions. If the recipient ceases to hold office or retires for a legitimate reason, part of the shares will be released based on the number of months in office. In the event of a corporate reorganization or similar transaction, part of the shares will also be released based on the prescribed number of months.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders to be held, the recipient ceases to hold any position as a director or executive officer or retires without a reason deemed legitimate. If any shares remain subject to the restrictions at the end of the restriction period. If the recipient ceases to hold office or retires in connection with a corporate reorganization or similar transaction and the restrictions have not been lifted as of the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 8 independent officers / Number of allocated shares 55,300 shares, Category Executive officers / Number of Employees 19 / Number of allocated shares 64,300 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥314,548,000. The total annual amount of monetary compensation receivables for directors is capped at ¥500 million.
Procedures under the Corporate Code of ConductAt the 125th Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the introduction of a restricted stock compensation plan, the annual limit on compensation receivables and the limit on the number of shares, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 enable directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOITO MANUFACTURING CO.,LTD. (7276) timely disclosure | Komori