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Share Issuance and Disposal3445RS Technologies Co.,Ltd.Construction and Materials

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 22,698 common shares to 8 directors and executive officers as restricted stock compensation. The issue price is ¥4,860 per share, for a total issue value of ¥110,312,280.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
22698
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much22,698Shares

22,698 common shares of the Company (new shares)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors20,574 shares
4 executive officers of the Company2,124 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥4,860 per share
Total issue value

¥110,312,280

Amount of funds to be raised
Total amount paid in: ¥110,312,280; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥110,312,280. The total amount of monetary compensation claims for the eligible directors is capped at ¥100 million per year.
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
From 21 May 2026 until the date on which the allottee ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
All of the allotted shares held by the allottee at the end of the restriction period will be released from the restrictions, provided that the allottee continuously holds a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 21 May 2026. If the allottee ceases to hold such a position for a valid reason, the restrictions will be lifted in part based on the number of months from April 2026 through the month including the date of such cessation, divided by 12.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders to be held, the allottee ceases to hold any position as a director, executive officer or employee of the Company without a valid reason. If any shares remain subject to the restrictions at the end of the restriction period. If the allottee ceases to hold such a position in connection with a corporate reorganization or similar transaction and any shares remain subject to the restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 20,574 shares, Category The Company's executive officers / Number of Employees 4 / Number of allocated shares 2,124 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner. The holding policy after the restrictions are lifted is Not disclosed.
Payment date
21 May 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 April 2026, ¥4,860. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The Company filed an extraordinary report under the Financial Instruments and Exchange Act. Obtaining an opinion from an independent third party and confirming shareholders’ intentions: Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of22,698 common shares of the Company (new shares)
Issue price and disposal price¥4,860 per share
Total issue value¥110,312,280
Amount of funds to be raisedTotal amount paid in: ¥110,312,280; estimated net proceeds: Not disclosed
Payment date21 May 2026
Intended allotteeCategory 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 20,574 shares, Category 4 executive officers of the Company / Number of Shares 2,124 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner. The holding policy after the restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 April 2026, ¥4,860. No discount or premium rate was stated.
Transfer restriction periodFrom 21 May 2026 until the date on which the allottee ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsAll of the allotted shares held by the allottee at the end of the restriction period will be released from the restrictions, provided that the allottee continuously holds a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 21 May 2026. If the allottee ceases to hold such a position for a valid reason, the restrictions will be lifted in part based on the number of months from April 2026 through the month including the date of such cessation, divided by 12.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders to be held, the allottee ceases to hold any position as a director, executive officer or employee of the Company without a valid reason. If any shares remain subject to the restrictions at the end of the restriction period. If the allottee ceases to hold such a position in connection with a corporate reorganization or similar transaction and any shares remain subject to the restrictions as of the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 20,574 shares, Category The Company's executive officers / Number of Employees 4 / Number of allocated shares 2,124 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥110,312,280. The total amount of monetary compensation claims for the eligible directors is capped at ¥100 million per year.
Procedures under the Corporate Code of ConductThe Company filed an extraordinary report under the Financial Instruments and Exchange Act. Obtaining an opinion from an independent third party and confirming shareholders’ intentions: Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To share with shareholders the benefits and risks of share price fluctuations and further enhance recipients’ motivation to contribute to an increase in the share price and corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | RS Technologies Co.,Ltd. (3445) timely disclosure | Komori