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Share Issuance and Disposal9934INABA DENKISANGYO CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

因幡電機産業 resolved to dispose of up to 59,700 treasury shares as a transfer-restricted share incentive through its employee stock ownership plan. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of participants in the plan.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
59700
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)

Who receives how much59,700Shares

59,700 ordinary shares of the Company (maximum)

因幡電機従業員持株会59,700 shares (maximum)

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

¥2,681 per share
Total issue value

¥160,055,700 (maximum)

Amount of funds to be raised
Total payment amount: ¥160,055,700 (maximum); estimated net proceeds: Not disclosed
発行済株式総数

0.05% (based on the maximum number of shares, relative to 113,659,600 issued shares as of 30 April 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.

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
6 July 2026 to 22 June 2029
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the employee stock ownership plan throughout the transfer-restricted period, all of the corresponding shares allotted under this arrangement will be released from the restrictions when the period expires. If the employee leaves the plan for a justifiable reason, the number of shares corresponding to the employee's months of membership will be released on the business day following the date on which the withdrawal application is accepted.
Reason for acquisition without consideration
The Company will acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions when the transfer-restricted period expires, as well as any such shares whose transfer restrictions are not released upon withdrawal from the plan, a corporate reorganization, or other similar event.
Stock Split RatioThe ratio of the share split carried out on 1 December 2025 is Not disclosed
Categories and Number of Persons Covered
Eligible employees who hold positions and join the employee stock ownership plan and consent to this arrangement. The number of eligible employees and the number of shares allotted by category are Not disclosed
Intended allottee's holding policy
During the transfer-restricted period, the shares may not be transferred, pledged, or otherwise disposed of. After the transfer restrictions are lifted, they will be converted into ordinary shareholdings.
Payment date
6 July 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥2,681. The simple average closing price was ¥2,671 for the one-month period from 15 April to 14 May 2026, representing a deviation of 0.37%; ¥2,695 for the three-month period from 15 February to 14 May 2026, representing a deviation of -0.52%; and ¥2,626 for the six-month period from 15 November 2025 to 14 May 2026, representing a deviation of 2.09%.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit & Supervisory Committee also expressed the opinion that the process by which it determined that the disposal price did not constitute a particularly favorable payment amount was reasonable and lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Number of shares to be issued or disposed of59,700 ordinary shares of the Company (maximum)
Issue price and disposal price¥2,681 per share
Total issue value¥160,055,700 (maximum)
Amount of funds to be raisedTotal payment amount: ¥160,055,700 (maximum); estimated net proceeds: Not disclosed
Payment date6 July 2026
Intended allotteeName 因幡電機従業員持株会 / Number of Shares 59,700 shares (maximum)
Intended allottee's holding policyDuring the transfer-restricted period, the shares may not be transferred, pledged, or otherwise disposed of. After the transfer restrictions are lifted, they will be converted into ordinary shareholdings.
Dilution Rate0.05% (based on the maximum number of shares, relative to 113,659,600 issued shares as of 30 April 2026)
Total number of issued shares113,659,600 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 14 May 2026 was ¥2,681. The simple average closing price was ¥2,671 for the one-month period from 15 April to 14 May 2026, representing a deviation of 0.37%; ¥2,695 for the three-month period from 15 February to 14 May 2026, representing a deviation of -0.52%; and ¥2,626 for the six-month period from 15 November 2025 to 14 May 2026, representing a deviation of 2.09%.
Transfer restriction period6 July 2026 to 22 June 2029
Conditions for lifting transfer restrictionsProvided that the eligible employee remains a member of the employee stock ownership plan throughout the transfer-restricted period, all of the corresponding shares allotted under this arrangement will be released from the restrictions when the period expires. If the employee leaves the plan for a justifiable reason, the number of shares corresponding to the employee's months of membership will be released on the business day following the date on which the withdrawal application is accepted.
Reason for acquisition without considerationThe Company will acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions when the transfer-restricted period expires, as well as any such shares whose transfer restrictions are not released upon withdrawal from the plan, a corporate reorganization, or other similar event.
Categories and Number of Persons CoveredEligible employees who hold positions and join the employee stock ownership plan and consent to this arrangement. The number of eligible employees and the number of shares allotted by category are Not disclosed
Stock Split RatioThe ratio of the share split carried out on 1 December 2025 is Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit & Supervisory Committee also expressed the opinion that the process by which it determined that the disposal price did not constitute a particularly favorable payment amount was reasonable and lawful.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost 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 enhance employee benefits, support the asset building of eligible employees, increase their willingness and morale to contribute to enhancing corporate value, and share value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | INABA DENKISANGYO CO.,LTD. (9934) timely disclosure | Komori