TERASAKI ELECTRIC CO.,LTD. [6637.T]

TOKYO, May 26 (Pulse News Wire) – Terasaki Electric CO.,LTD. (6637.T) announced today that its board of directors held, approved the introduction of a restricted share compensation plan aimed at enhancing long-term corporate value and fostering greater alignment with shareholders.

The company plans to seek shareholder approval for the proposal at its annual general meeting scheduled for June 29, 2026. Under the new plan, eligible directors will receive monetary awards convertible into restricted shares, subject to certain conditions. The total amount of monetary awards granted annually will be within ¥60 million, excluding allowances for executive directors. Additionally, the number of ordinary shares issued or disposed of annually will be capped at 60,000 shares, adjusted based on split ratios or consolidation rates if such actions occur post-resolution date. Directors receiving these awards will contribute the entire monetary award as capital to obtain ordinary shares from the company.

The subscription price per share will be determined by the closing price of the company's ordinary shares on the Tokyo Stock Exchange on the day preceding the respective board resolution, ensuring it does not favor the recipient unduly. Specific grant timing and allocation will be decided by the board. Furthermore, agreements restricting the transfer of these shares during a designated holding period will be entered into between the company and the recipients. During this period, transferring, pledging, or otherwise disposing of the shares will be prohibited, except under certain circumstances where the company may acquire the shares without charge. Shares will be managed in dedicated accounts set up by Nomura Securities during the restriction period.

In addition, should the proposal gain approval at the upcoming annual general meeting, non-executive officers who do not concurrently hold director positions will also be eligible for similar restricted share compensation arrangements.

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