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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 23,704 common shares to 8 directors as restricted stock compensation. The shares will be granted subject to conditions including continued service, and the payment to the Company will be made through an in-kind contribution of monetary compensation receivables.

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Scale
23704
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much23,704Shares

23,704 new shares

The Company’s directors, including outside directors but excluding directors who concurrently serve as executive officers8 independent officers / 23,704 shares

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

¥1,688 per share
Total issue value

¥40,012,352

Amount of funds to be raised
Total payment amount: ¥40,012,352; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥40,012,352
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 14 July 2026 until the transfer restrictions are lifted under condition ②. In principle, the restrictions will remain in place until the close of the first annual general meeting of shareholders to be held after the start of the period, and will be lifted when the recipient ceases to be a director.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted when the recipient ceases to be a director, provided that the recipient has continuously held the position of director of the Company from the start date of the transfer restriction period through the close of the first annual general meeting of shareholders thereafter. If the recipient ceases to be a director early for a reason deemed legitimate by the Board of Directors, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization, the restrictions will be lifted based on a specified calculation method.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the recipient ceases to be a director, the Company will acquire those shares without consideration immediately after the end of the applicable period. The Company will also acquire the shares without consideration if, among other events, the recipient is finally sentenced to imprisonment or a more severe penalty. In the event of a corporate reorganization, the Company will acquire without consideration all shares that remain subject to transfer restrictions on the business day preceding the effective date.
Categories and Number of Persons Covered
8 directors of the Company, including outside directors but excluding directors who concurrently serve as executive officers; 23,704 shares
Intended allottee's holding policy
This scheme is intended to deepen the sharing of interests with shareholders throughout the directors’ terms of office. The transfer restriction period will run from 14 July 2026 until the transfer restrictions are lifted. The recipients will hold and maintain the shares in designated accounts until the transfer restrictions are lifted.
Payment date
14 July 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 the day before the appointment date, ¥1,688. Discount rate and premium rate: 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 of23,704 new shares
Issue price and disposal price¥1,688 per share
Total issue value¥40,012,352
Amount of funds to be raisedTotal payment amount: ¥40,012,352; estimated net proceeds: Not disclosed
Payment date14 July 2026
Intended allotteeName The Company’s directors, including outside directors but excluding directors who concurrently serve as executive officers / Number of Employees 8 independent officers / Number of Shares 23,704 shares
Intended allottee's holding policyThis scheme is intended to deepen the sharing of interests with shareholders throughout the directors’ terms of office. The transfer restriction period will run from 14 July 2026 until the transfer restrictions are lifted. The recipients will hold and maintain the shares in designated accounts until the transfer restrictions are lifted.
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 the day before the appointment date, ¥1,688. Discount rate and premium rate: Not disclosed.
Transfer restriction periodFrom 14 July 2026 until the transfer restrictions are lifted under condition ②. In principle, the restrictions will remain in place until the close of the first annual general meeting of shareholders to be held after the start of the period, and will be lifted when the recipient ceases to be a director.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted when the recipient ceases to be a director, provided that the recipient has continuously held the position of director of the Company from the start date of the transfer restriction period through the close of the first annual general meeting of shareholders thereafter. If the recipient ceases to be a director early for a reason deemed legitimate by the Board of Directors, the restrictions will be lifted in part according to the number of months in office. In the event of a corporate reorganization, the restrictions will be lifted based on a specified calculation method.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the recipient ceases to be a director, the Company will acquire those shares without consideration immediately after the end of the applicable period. The Company will also acquire the shares without consideration if, among other events, the recipient is finally sentenced to imprisonment or a more severe penalty. In the event of a corporate reorganization, the Company will acquire without consideration all shares that remain subject to transfer restrictions on the business day preceding the effective date.
Categories and Number of Persons Covered8 directors of the Company, including outside directors but excluding directors who concurrently serve as executive officers; 23,704 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥40,012,352
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 deepen the sharing of interests between the directors and shareholders and promote the enhancement of 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