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Share Issuance and Disposal7782Sincere Co.,LTD.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 56,800 treasury shares as restricted stock compensation for directors, directors serving as Audit & Supervisory Committee Members, and employees. The recipients may not transfer the shares for a specified period, and the restrictions will be lifted if the conditions are met.

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56800
Shares
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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 much56,800Shares

56,800 common shares of the Company (treasury shares)

Directors of the company2 / 22,400 shares
Directors of the Company serving as Audit & Supervisory Committee Members3 / 3,600 shares
The Company's employees43 / 30,800 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.

¥455 per share
Total issue value

¥25,844,000

Total Stock-Based Compensation
¥25,844,000 (total amount of monetary compensation claims)
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
Recipient officers: from 24 April 2026 until the later of the date of retirement or resignation and the date on which the annual securities report or other relevant document for the fiscal year including the disposal date is filed. Recipient employees: from 24 April 2026 until retirement, in principle from 24 April 2026 to 23 April 2031.
Conditions for lifting transfer restrictions
Recipient officers: they must continuously hold the position of director of the Company throughout the restricted period. If they retire for a valid reason, part of the restrictions will be lifted based on the number of months in office. Recipient employees: they must continuously remain employees of the Company from 24 April 2026 to 23 April 2031. If they retire due to death, mandatory retirement, or another valid reason, part of the restrictions will be lifted based on the number of months employed.
Reason for acquisition without consideration
If a recipient retires or resigns during the restricted period for a reason other than a valid reason, commits a violation of laws or regulations, or falls under any other specified circumstance set out in the restricted stock allotment agreement. This also applies if any shares remain subject to restrictions immediately after the restrictions are lifted.
Categories and Number of Persons Covered
2 directors of the Company, 22,400 shares; 3 directors of the Company serving as Audit & Supervisory Committee Members, 3,600 shares; 43 employees of the Company, 30,800 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares in any way.
Payment date
24 April 2026 (disposal date)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥455. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 14th Annual General Meeting of Shareholders held on 30 March 2022, approval was obtained for the restricted stock compensation plan for directors and directors serving as Audit & Supervisory Committee Members. This disposal was resolved at the Board of Directors meeting held on 26 March 2026.
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 of56,800 common shares of the Company (treasury shares)
Issue price and disposal price¥455 per share
Total issue value¥25,844,000
Payment date24 April 2026 (disposal date)
Intended allotteeCategory Directors of the company / Number of Employees 2 / Number of Shares 22,400 shares, Category Directors of the Company serving as Audit & Supervisory Committee Members / Number of Employees 3 / Number of Shares 3,600 shares, Category The Company's employees / Number of Employees 43 / Number of Shares 30,800 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares in any way.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥455. No discount or premium was applied.
Transfer restriction periodRecipient officers: from 24 April 2026 until the later of the date of retirement or resignation and the date on which the annual securities report or other relevant document for the fiscal year including the disposal date is filed. Recipient employees: from 24 April 2026 until retirement, in principle from 24 April 2026 to 23 April 2031.
Conditions for lifting transfer restrictionsRecipient officers: they must continuously hold the position of director of the Company throughout the restricted period. If they retire for a valid reason, part of the restrictions will be lifted based on the number of months in office. Recipient employees: they must continuously remain employees of the Company from 24 April 2026 to 23 April 2031. If they retire due to death, mandatory retirement, or another valid reason, part of the restrictions will be lifted based on the number of months employed.
Reason for acquisition without considerationIf a recipient retires or resigns during the restricted period for a reason other than a valid reason, commits a violation of laws or regulations, or falls under any other specified circumstance set out in the restricted stock allotment agreement. This also applies if any shares remain subject to restrictions immediately after the restrictions are lifted.
Categories and Number of Persons Covered2 directors of the Company, 22,400 shares; 3 directors of the Company serving as Audit & Supervisory Committee Members, 3,600 shares; 43 employees of the Company, 30,800 shares
Total Stock-Based Compensation¥25,844,000 (total amount of monetary compensation claims)
Procedures under the Corporate Code of ConductAt the 14th Annual General Meeting of Shareholders held on 30 March 2022, approval was obtained for the restricted stock compensation plan for directors and directors serving as Audit & Supervisory Committee Members. This disposal was resolved at the Board of Directors meeting held on 26 March 2026.
Items this document does not state (14)
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 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 provide the recipient directors with incentives to achieve sustained growth in corporate value and share value with shareholders, the directors serving as Audit & Supervisory Committee Members with incentives to prevent damage to corporate value and maintain the Company's credibility, and the recipient employees with incentives for broadly similar purposes.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sincere Co.,LTD. (7782) timely disclosure | Komori