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Share Issuance and Disposal5803Fujikura Ltd.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Fujikura Ltd. resolved to dispose of 41,265 treasury shares as restricted stock compensation to 3 directors and 5 executive officers. The recipients will make an in-kind contribution of monetary claims totaling ¥265,581,540.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
41265
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much41,265Shares

41,265 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 29,986 shares
The Company's executive officers who do not concurrently serve as directors5 / 11,279 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.

¥6,436 per share
Total issue value

¥265,581,540

Amount of funds to be raised
Total amount paid: ¥265,581,540; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims totaling ¥265,581,540. The annual compensation limit for eligible directors is ¥500 million or less.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 24 July 2026 until immediately after the director ceases to hold the position of director, in the case of a director, or immediately after the executive officer ceases to hold both the position of director and the position of executive officer who does not concurrently serve as a director, in the case of an executive officer
Conditions for lifting transfer restrictions
The recipient must continuously hold the prescribed position from 26 June 2026 until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, in the case of a director, and from the first day to the last day of the fiscal year in which the disposal date falls, in the case of an executive officer. If the recipient ceases to hold the position for a justifiable reason, the restrictions will be lifted immediately after the cessation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company may acquire the shares without consideration if, during the restriction period, the recipient engages in a violation of laws or regulations or any other specified event set out in the allocation agreement, if any shares remain subject to the restrictions, or if the restrictions are not lifted due to a corporate reorganization or other event. In addition, if certain events occur, including a material violation of laws or regulations or internal rules, serious accounting fraud or a substantial loss, the Company may acquire without consideration all or part of the shares even after the restrictions have been lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 29,986 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 11,279 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way. During the restriction period, they will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,436. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 178th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the compensation limit and other matters relating to eligible directors under this plan. The matter was deliberated by the Compensation Advisory Committee.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated
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 of41,265 common shares of the Company (treasury shares)
Issue price and disposal price¥6,436 per share
Total issue value¥265,581,540
Amount of funds to be raisedTotal amount paid: ¥265,581,540; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 29,986 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of Shares 11,279 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way. During the restriction period, they will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,436. No discount or premium is stated.
Transfer restriction periodFrom 24 July 2026 until immediately after the director ceases to hold the position of director, in the case of a director, or immediately after the executive officer ceases to hold both the position of director and the position of executive officer who does not concurrently serve as a director, in the case of an executive officer
Conditions for lifting transfer restrictionsThe recipient must continuously hold the prescribed position from 26 June 2026 until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, in the case of a director, and from the first day to the last day of the fiscal year in which the disposal date falls, in the case of an executive officer. If the recipient ceases to hold the position for a justifiable reason, the restrictions will be lifted immediately after the cessation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company may acquire the shares without consideration if, during the restriction period, the recipient engages in a violation of laws or regulations or any other specified event set out in the allocation agreement, if any shares remain subject to the restrictions, or if the restrictions are not lifted due to a corporate reorganization or other event. In addition, if certain events occur, including a material violation of laws or regulations or internal rules, serious accounting fraud or a substantial loss, the Company may acquire without consideration all or part of the shares even after the restrictions have been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 29,986 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 11,279 shares
Total Stock-Based CompensationMonetary claims totaling ¥265,581,540. The annual compensation limit for eligible directors is ¥500 million or less.
Procedures under the Corporate Code of ConductAt the 178th Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained for the compensation limit and other matters relating to eligible directors under this plan. The matter was deliberated by the Compensation Advisory Committee.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 provide the eligible directors and others with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Fujikura Ltd. (5803) timely disclosure | Komori