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Share Issuance and Disposal8157TSUZUKI DENKI CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment

The Company resolved to dispose of 132,900 treasury shares it holds to the Executive Compensation BIP Trust Account of Japan Master Trust Bank, Ltd., in connection with the extension of the trust period for the executive compensation BIP trust. The shares will be used as stock-based compensation for directors and other eligible officers.

Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.7
Dilution ratio relative to total shares issued (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of Treasury Shares Through a Third-Party Allotment

Who receives how much132,900Shares

132,900 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)132,900 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥4,265 per share
Total issue value

¥566,818,500

発行済株式総数

0.70% of total shares issued, and 0.71% of the 187,258 total voting rights as of 31 March 2026

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.

Categories and Number of Persons Covered
Directors (excluding outside directors and non-residents of Japan) and executive officers (excluding non-residents of Japan). The number of participants and the number of shares allocated by category: Not disclosed
Intended allottee's holding policy
The shares will be delivered to directors and other eligible officers in accordance with the share delivery regulations. The shares are not expected to enter the stock market all at once.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 30 July 2026 was ¥4,265. There is no discount or premium.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or to conduct procedures to confirm shareholders' intentions. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favourable disposal price.
Impact on Business Performance
The impact on the stock market is expected to be minor.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of Treasury Shares Through a Third-Party Allotment
Number of shares to be issued or disposed of132,900 common shares (treasury shares)
Issue price and disposal price¥4,265 per share
Total issue value¥566,818,500
Payment date20 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 132,900 shares
Intended allottee's holding policyThe shares will be delivered to directors and other eligible officers in accordance with the share delivery regulations. The shares are not expected to enter the stock market all at once.
Dilution Rate0.70% of total shares issued, and 0.71% of the 187,258 total voting rights as of 31 March 2026
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 30 July 2026 was ¥4,265. There is no discount or premium.
Categories and Number of Persons CoveredDirectors (excluding outside directors and non-residents of Japan) and executive officers (excluding non-residents of Japan). The number of participants and the number of shares allocated by category: Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or to conduct procedures to confirm shareholders' intentions. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favourable disposal price.
Impact on Business PerformanceThe impact on the stock market is expected to be minor.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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.

The Company will continue and partially revise the executive compensation BIP trust to encourage directors and other eligible officers to improve performance over the medium to long term, increase corporate value and maintain a management focus on shareholders. The treasury shares will be disposed of in connection with the extension of the trust period.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment | TSUZUKI DENKI CO.,LTD. (8157) timely disclosure | Komori