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Share Issuance and Disposal8154KAGA ELECTRONICS CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 15,688 treasury shares as restricted stock compensation for directors and executive officers. The shares will be subject to a 20-year transfer restriction.

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Direction
Neutral
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Scale
15688
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,688Shares

15,688 common shares of the company (treasury shares)

The company's directors (excluding the executive officer serving as chairperson, directors who are Audit and Supervisory Committee members, and outside directors)4 / 7,794 shares
The Company's executive officers who do not concurrently serve as directors14 / 7,894 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.

¥4,245 per share
Total issue value

¥66,595,560

Amount of funds to be raised
Total payment amount: ¥66,595,560; estimated net proceeds: Not disclosed (disposal of treasury shares through contribution in kind of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥66,595,560. The annual limit for the compensation receivables granted to eligible directors is ¥300 million or less.
発行済株式総数

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
24 July 2026 to 23 July 2046 (20 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held a position as either a director of the company or an executive officer who does not concurrently serve as a director during the transfer restriction period. If the recipient retires upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
The company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or the time of lifting the transfer restrictions. In the event of a reorganization or other similar event, the company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors of the company (excluding the executive officer serving as chairperson, directors who are Audit and Supervisory Committee members, and outside directors): 7,794 shares; 14 executive officers who do not concurrently serve as directors: 7,894 shares
Intended allottee's holding policy
The transfer restriction period is set at 20 years to achieve the sharing of shareholder value over the medium to long term. During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,245. There was no discount or premium.
Procedures under the Corporate Code of Conduct
The matter was reviewed and reported on by the Nomination and Compensation Committee.
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 of15,688 common shares of the company (treasury shares)
Issue price and disposal price¥4,245 per share
Total issue value¥66,595,560
Amount of funds to be raisedTotal payment amount: ¥66,595,560; estimated net proceeds: Not disclosed (disposal of treasury shares through contribution in kind of monetary compensation receivables)
Payment date24 July 2026
Intended allotteeCategory The company's directors (excluding the executive officer serving as chairperson, directors who are Audit and Supervisory Committee members, and outside directors) / Number of Employees 4 / Number of Shares 7,794 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of Shares 7,894 shares
Intended allottee's holding policyThe transfer restriction period is set at 20 years to achieve the sharing of shareholder value over the medium to long term. During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,245. There was no discount or premium.
Transfer restriction period24 July 2026 to 23 July 2046 (20 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the recipient has continuously held a position as either a director of the company or an executive officer who does not concurrently serve as a director during the transfer restriction period. If the recipient retires upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without considerationThe company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiry of the transfer restriction period or the time of lifting the transfer restrictions. In the event of a reorganization or other similar event, the company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the company (excluding the executive officer serving as chairperson, directors who are Audit and Supervisory Committee members, and outside directors): 7,794 shares; 14 executive officers who do not concurrently serve as directors: 7,894 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥66,595,560. The annual limit for the compensation receivables granted to eligible directors is ¥300 million or less.
Procedures under the Corporate Code of ConductThe matter was reviewed and reported on by the Nomination and Compensation Committee.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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.

The purpose is to provide incentives for enhancing corporate value, share shareholder value through the ownership of the company's shares by its officers, and further motivate the eligible directors and others. The transfer restriction period is set at 20 years to achieve the sharing of shareholder value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KAGA ELECTRONICS CO.,LTD. (8154) timely disclosure | Komori