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Share Issuance and Disposal7721TOKYO KEIKI INC.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Tokyo Keiki Inc. resolved to dispose of 2,845 treasury shares to 20 directors, executive officers and representative directors of subsidiaries as restricted stock compensation. The shares will be subject to transfer restrictions for up to 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,845Shares

2,845 shares of the Company's common stock

Directors of the Company (excluding directors who are Audit & Supervisory Committee members and limited to directors engaged in business execution)2 / 1,804 shares
The Company's executive officers (excluding those concurrently serving as directors)12 / 805 shares
Representative directors of the Company's subsidiaries6 / 236 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.

¥6,420 per share
Total issue value

¥18,264,900

Amount of funds to be raised
Total amount paid: ¥18,264,900; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥18,264,900. The total annual amount of compensation receivables for eligible directors is capped at ¥30 million.
Specific use of funds
Not applicable (the shares will be disposed of as restricted stock compensation through an in-kind contribution of monetary compensation receivables)
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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
17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictions
In principle, the restrictions will be lifted when the recipient resigns or retires after continuously holding a position as a director or executive officer of the Company or one of its subsidiaries through the first annual general meeting of shareholders or fiscal year-end following the start date. However, the restrictions will not be lifted if the recipient continues to hold a position as a director, executive officer or employee through the end of the restriction period. If the recipient resigns or retires early for a legitimate reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If the recipient resigns or retires without a legitimate reason by the day before the first annual general meeting of shareholders or other prescribed date, or by the day before the fiscal year-end, if any shares remain subject to restrictions when the restriction period expires, or if any shares remain subject to restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
2 Company directors, 1,804 shares; 12 Company executive officers, 805 shares; 6 representative directors of Company subsidiaries, 236 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 stock on the Tokyo Stock Exchange on 25 June 2026, ¥6,420. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 89th Annual General Meeting of Shareholders held on 26 June 2020, shareholders approved the restricted stock compensation plan, compensation receivables of up to ¥30 million per year, and an annual limit of 70,000 shares, among other matters.
Impact on Business Performance
No information was provided regarding the impact on financial results.
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 of2,845 shares of the Company's common stock
Issue price and disposal price¥6,420 per share
Total issue value¥18,264,900
Amount of funds to be raisedTotal amount paid: ¥18,264,900; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (the shares will be disposed of as restricted stock compensation through an in-kind contribution of monetary compensation receivables)
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit & Supervisory Committee members and limited to directors engaged in business execution) / Number of Employees 2 / Number of Shares 1,804 shares, Category The Company's executive officers (excluding those concurrently serving as directors) / Number of Employees 12 / Number of Shares 805 shares, Category Representative directors of the Company's subsidiaries / Number of Employees 6 / Number of Shares 236 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.
Dilution RateNot applicable (disposal of treasury shares only)
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 25 June 2026, ¥6,420. No discount or premium rate was stated.
Transfer restriction period17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictionsIn principle, the restrictions will be lifted when the recipient resigns or retires after continuously holding a position as a director or executive officer of the Company or one of its subsidiaries through the first annual general meeting of shareholders or fiscal year-end following the start date. However, the restrictions will not be lifted if the recipient continues to hold a position as a director, executive officer or employee through the end of the restriction period. If the recipient resigns or retires early for a legitimate reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf the recipient resigns or retires without a legitimate reason by the day before the first annual general meeting of shareholders or other prescribed date, or by the day before the fiscal year-end, if any shares remain subject to restrictions when the restriction period expires, or if any shares remain subject to restrictions before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered2 Company directors, 1,804 shares; 12 Company executive officers, 805 shares; 6 representative directors of Company subsidiaries, 236 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥18,264,900. The total annual amount of compensation receivables for eligible directors is capped at ¥30 million.
Procedures under the Corporate Code of ConductAt the 89th Annual General Meeting of Shareholders held on 26 June 2020, shareholders approved the restricted stock compensation plan, compensation receivables of up to ¥30 million per year, and an annual limit of 70,000 shares, among other matters.
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (9)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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.

To enable the eligible recipients 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 | TOKYO KEIKI INC. (7721) timely disclosure | Komori