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Share Issuance and Disposal9880INNOTECH CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors

The Company resolved to dispose of 17,300 treasury shares as restricted stock compensation for 2 directors. The disposal price is ¥3,330 per share, for a total disposal value of ¥57,609,000.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
17300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,300Shares

17,300 treasury shares

2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members17,300 shares

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

¥3,330 per share
Total issue value

¥57,609,000

Total Stock-Based Compensation
Aggregate monetary compensation claims of ¥57,609,000. The annual compensation limit is ¥150 million or less.
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)

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
21 August 2026 to 21 August 2031 (5 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the restriction period, provided that the recipient has continuously held the position of director of the Company throughout the period. If the recipient retires upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the restriction period expires or when the restrictions are lifted due to retirement or another event.
Categories and Number of Persons Covered
2 directors (excluding outside directors and directors who are Audit and Supervisory Committee members), 17,300 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 21 August 2026 to 21 August 2031.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 21 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,330. There is no discount or premium.
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 of17,300 treasury shares
Issue price and disposal price¥3,330 per share
Total issue value¥57,609,000
Payment date21 August 2026
Intended allotteeName 2 directors, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 17,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 21 August 2026 to 21 August 2031.
Dilution RateNot applicable (disposal of treasury shares)
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 Prime Market on 21 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,330. There is no discount or premium.
Transfer restriction period21 August 2026 to 21 August 2031 (5 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiry of the restriction period, provided that the recipient has continuously held the position of director of the Company throughout the period. If the recipient retires upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the restriction period expires or when the restrictions are lifted due to retirement or another event.
Categories and Number of Persons Covered2 directors (excluding outside directors and directors who are Audit and Supervisory Committee members), 17,300 shares
Total Stock-Based CompensationAggregate monetary compensation claims of ¥57,609,000. The annual compensation limit is ¥150 million or less.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 decision was made after considering the Company's performance, the scope of responsibilities of each eligible director and other relevant factors, with the aim of providing incentives for the sustained enhancement of corporate value and sharing value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | INNOTECH CORPORATION (9880) timely disclosure | Komori