Tsuzuki Denki To Dispose of Treasury Shares via Third Party Allocation

TOKYO, Jul 31 (Pulse News Wire) – Tsuzuki Denki CO.,LTD. (8157.T) resolved at its board meeting held on July 31 to dispose of treasury shares through a third-party allocation.

The disposal is scheduled for August 20, involving ordinary shares totaling 132,900. Each share will be disposed of at ¥4,265 per share, resulting in a total amount of ¥566.8 million. The disposition will be made to Nippon Mitsubishi UFJ Trust and Banking Corporation (Role Compensation BIP Trust Account). This action is part of the continuation and partial revision of the equity compensation system utilizing the Role Compensation BIP Trust, which was introduced in fiscal 2017 to enhance long-term performance and increase enterprise value while fostering shareholder-focused management. The trust agreement, set to extend until September 2029, stipulates that the allocated shares will be distributed according to the stock delivery regulations during the trust period to eligible directors and executives.

The dilution ratio is expected to be 0.70% of the outstanding shares, corresponding to 0.71% of the total voting rights as of March 31, 2026 (187,258). The company believes this level of dilution is reasonable and unlikely to significantly impact the stock market. Tsuzuki Denki's Board of Directors determined the disposal price based on the closing price of the company’s stock on the Tokyo Stock Exchange on July 30, which was ¥4,265. This price reflects the market conditions immediately preceding the resolution and ensures objectivity and reasonableness in valuation. The audit committee, comprising three members including two external auditors, confirmed that the pricing basis is fair and does not favor undue advantage.

Given that the anticipated dilution rate is below 25% and there is no change in controlling shareholders, the company is exempt from obtaining independent third-party opinions and shareholder approval as per the Tokyo Stock Exchange's listing rules.