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Share Issuance and Disposal7744Noritsu Koki Co.,Ltd.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 30,768 treasury shares as restricted stock compensation for 2 directors and 2 executive officers. The disposal price is ¥2,145 per share, and the disposal will be carried out through an in-kind contribution of monetary compensation receivables.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

30,768 treasury shares (of which 27,972 shares are for eligible directors and 2,796 shares are for executive officers)

2 directors (excluding directors who are Audit and Supervisory Committee Members and outside directors)27,972 shares
2 executive officers (who do not concurrently serve as directors)2,796 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.

¥2,145 per share
Total issue value

¥65,997,360

Amount of funds to be raised
An aggregate ¥65,997,360 in monetary receivables will be contributed in kind. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
An aggregate ¥65,997,360 in monetary receivables (of which ¥59,999,940 is for eligible directors)
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 April 2026 until immediately after the directors cease to hold their positions as directors of the Company, and until immediately after the executive officers cease to hold or leave either their position as directors or executive officers of the Company.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director or other officer of the Company throughout the applicable service period, all restrictions will be lifted upon expiration of the restricted period. If the recipient ceases to hold or leaves the position upon expiration of the term, death or for any other legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted as of the expiration of the restricted period or the date on which the restrictions are lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Stock Split RatioEach share was split into 3 shares, effective 1 July 2025
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 27,972 shares, Category Executive officers (who do not concurrently serve as directors) / Number of Employees 2 / Number of allocated shares 2,796 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 March 2026, ¥2,145. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Resolved by the Board of Directors after consultation with the Nomination and Compensation Committee
Impact on Business Performance
The impact of this disposal of treasury shares on business performance 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 of30,768 treasury shares (of which 27,972 shares are for eligible directors and 2,796 shares are for executive officers)
Issue price and disposal price¥2,145 per share
Total issue value¥65,997,360
Amount of funds to be raisedAn aggregate ¥65,997,360 in monetary receivables will be contributed in kind. Estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName 2 directors (excluding directors who are Audit and Supervisory Committee Members and outside directors) / Number of Shares 27,972 shares, Name 2 executive officers (who do not concurrently serve as directors) / Number of Shares 2,796 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 March 2026, ¥2,145. No discount or premium applies.
Transfer restriction periodFrom 24 April 2026 until immediately after the directors cease to hold their positions as directors of the Company, and until immediately after the executive officers cease to hold or leave either their position as directors or executive officers of the Company.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director or other officer of the Company throughout the applicable service period, all restrictions will be lifted upon expiration of the restricted period. If the recipient ceases to hold or leaves the position upon expiration of the term, death or for any other legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the restrictions have not been lifted as of the expiration of the restricted period or the date on which the restrictions are lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 27,972 shares, Category Executive officers (who do not concurrently serve as directors) / Number of Employees 2 / Number of allocated shares 2,796 shares
Total Stock-Based CompensationAn aggregate ¥65,997,360 in monetary receivables (of which ¥59,999,940 is for eligible directors)
Stock Split RatioEach share was split into 3 shares, effective 1 July 2025
Procedures under the Corporate Code of ConductResolved by the Board of Directors after consultation with the Nomination and Compensation Committee
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 provide an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Noritsu Koki Co.,Ltd. (7744) timely disclosure | Komori