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Share Issuance and Disposal5943NORITZ CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 18,800 treasury shares as restricted stock compensation for its directors and executive officers.

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44593600
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,800Shares

18,800 shares of the Company’s common stock (treasury shares)

4 of the Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee Members)16,200 shares
3 executive officers of the Company2,600 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.

¥2,372 per share
Total issue value

¥44,593,600

Amount of funds to be raised
Total amount paid: ¥44,593,600; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables under the system)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥44,593,600. Directors’ compensation is within the annual limit of ¥600 million.
発行済株式総数

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 15 April 2026 until the date on which the recipient ceases to be a director or executive officer of the Company or retires from employment
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient continuously holds the position of director or executive officer of the Company from 15 April 2026 through 1 April 2027. If the recipient loses the position due to death, expiration of the term of office, or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient’s months of service.
Reason for acquisition without consideration
At the expiration of the restriction period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 16,200 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 2,600 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 15 April 2026 until the date on which the recipient ceases to be a director or executive officer of the Company or retires from employment.
Payment date
15 April 2026
Basis for determining the amount to be paid
The closing price of ¥2,372 on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors’ resolution. No discount or premium rate was specified.
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 of18,800 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥2,372 per share
Total issue value¥44,593,600
Amount of funds to be raisedTotal amount paid: ¥44,593,600; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables under the system)
Payment date15 April 2026
Intended allotteeName 4 of the Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee Members) / Number of Shares 16,200 shares, Name 3 executive officers of the Company / Number of Shares 2,600 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 15 April 2026 until the date on which the recipient ceases to be a director or executive officer of the Company or retires from employment.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of ¥2,372 on the Tokyo Stock Exchange on 26 March 2026, the business day preceding the date of the Board of Directors’ resolution. No discount or premium rate was specified.
Transfer restriction periodFrom 15 April 2026 until the date on which the recipient ceases to be a director or executive officer of the Company or retires from employment
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient continuously holds the position of director or executive officer of the Company from 15 April 2026 through 1 April 2027. If the recipient loses the position due to death, expiration of the term of office, or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient’s months of service.
Reason for acquisition without considerationAt the expiration of the restriction period or another time specified in the agreement, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 16,200 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 2,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥44,593,600. Directors’ compensation is within the annual limit of ¥600 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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 share with shareholders the benefits and risks of share price fluctuations and increase the recipients’ motivation to contribute to higher share prices and enhanced corporate value. The Company also took into account the purpose of the system, the Company’s performance, and the responsibilities of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NORITZ CORPORATION (5943) timely disclosure | Komori