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Share Issuance and Disposal5938LIXIL CorporationConstruction and Materials

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

The Company resolved to issue 125,873 common shares to 6 Executive Officers as restricted stock compensation. The shares will be allotted in exchange for monetary remuneration claims payable to the eligible recipients, contributed in kind.

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Neutral
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Scale
125873
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much125,873Shares

New shares: 125,873 shares

The Company’s Executive Officers, including Executive Officers who concurrently serve as Directors, excluding non-residents of Japan6 / 125,873 shares

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

¥1,744 per share
Total issue value

¥219,522,512

Amount of funds to be raised
Total payment amount: ¥219,522,512; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥219,522,512
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 19 May 2026 until the transfer restrictions are lifted, in principle until the eligible recipient retires from both the position of Director and the position of Executive Officer of the Company.
Conditions for lifting transfer restrictions
The eligible recipient must remain an Executive Officer of the Company through the end of the Company’s fiscal year that first ends after the start date of the transfer restriction period, and must subsequently retire from both the position of Director and the position of Executive Officer of the Company. If the eligible recipient retires early for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the eligible recipient retires, or if the eligible recipient is definitively sentenced to imprisonment or a more severe punishment, among other cases. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
6 of the Company’s Executive Officers, including Executive Officers who concurrently serve as Directors and excluding non-residents of Japan; 125,873 shares
Intended allottee's holding policy
The transfer restriction period will run from 19 May 2026 until the eligible recipient retires from both the position of Director and the position of Executive Officer of the Company. Under the shareholding guidelines, Representative Executive Officers are expected to hold shares with a value of at least 3 times their base remuneration, while Executive Officers are expected to hold shares with a value of at least 1 times their base remuneration.
Payment date
19 May 2026
Basis for determining the amount to be paid
The simple average closing price of the Company’s common shares on the Tokyo Stock Exchange over the 30 business days preceding 1 April 2026: ¥1,744. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The Compensation Committee resolved to grant the monetary remuneration claims at a meeting held on 15 April 2026, and the Board of Directors resolved to issue the new shares at a meeting held on 30 April 2026.
Impact on Business Performance
No impact on financial results from the issuance of the new shares was 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 ofNew shares: 125,873 shares
Issue price and disposal price¥1,744 per share
Total issue value¥219,522,512
Amount of funds to be raisedTotal payment amount: ¥219,522,512; estimated net proceeds: Not disclosed
Payment date19 May 2026
Intended allotteeName The Company’s Executive Officers, including Executive Officers who concurrently serve as Directors, excluding non-residents of Japan / Number of Employees 6 / Number of Shares 125,873 shares
Intended allottee's holding policyThe transfer restriction period will run from 19 May 2026 until the eligible recipient retires from both the position of Director and the position of Executive Officer of the Company. Under the shareholding guidelines, Representative Executive Officers are expected to hold shares with a value of at least 3 times their base remuneration, while Executive Officers are expected to hold shares with a value of at least 1 times their base remuneration.
Basis for determining the amount to be paidThe simple average closing price of the Company’s common shares on the Tokyo Stock Exchange over the 30 business days preceding 1 April 2026: ¥1,744. No discount or premium rate was disclosed.
Transfer restriction periodFrom 19 May 2026 until the transfer restrictions are lifted, in principle until the eligible recipient retires from both the position of Director and the position of Executive Officer of the Company.
Conditions for lifting transfer restrictionsThe eligible recipient must remain an Executive Officer of the Company through the end of the Company’s fiscal year that first ends after the start date of the transfer restriction period, and must subsequently retire from both the position of Director and the position of Executive Officer of the Company. If the eligible recipient retires early for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the eligible recipient retires, or if the eligible recipient is definitively sentenced to imprisonment or a more severe punishment, among other cases. In the event of a corporate reorganization or other similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered6 of the Company’s Executive Officers, including Executive Officers who concurrently serve as Directors and excluding non-residents of Japan; 125,873 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥219,522,512
Procedures under the Corporate Code of ConductThe Compensation Committee resolved to grant the monetary remuneration claims at a meeting held on 15 April 2026, and the Board of Directors resolved to issue the new shares at a meeting held on 30 April 2026.
Impact on Business PerformanceNo impact on financial results from the issuance of the new shares was disclosed.
Items this document does not state (12)
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 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 deepen the sharing of interests with shareholders throughout the Executive Officers’ terms of office and encourage improvements in corporate value over the medium to long term.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | LIXIL Corporation (5938) timely disclosure | Komori