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Share Issuance and Disposal5947RINNAI CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,864 treasury shares to 3 directors and 9 executive officers as restricted stock compensation. The recipients will make an in-kind contribution of monetary claims totaling ¥59,749,152, and the shares will be subject to transfer restrictions conditioned on continued service and other requirements.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,864Shares

16,864 common shares of the Company (treasury shares)

3 directors of the Company5,388 shares
9 executive officers who do not concurrently serve as the Company's directors11,476 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.

¥3,543 per share
Amount of funds to be raised

Total payment amount: ¥59,749,152; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary claims: ¥59,749,152
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 recipient retires or resigns from a designated position or otherwise leaves employment with the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the service provision period, the transfer restrictions on all of the shares subject to the allocation will be lifted upon expiration of the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counselor or any other equivalent position of the Company or one of its subsidiaries. In the event of retirement or resignation for a legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the specified circumstances set forth in the allocation agreement, the Company will acquire all of the shares subject to the allocation for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions have not been lifted at the expiration or removal of the transfer restriction period.
Stock Split Ratio3-for-1 stock split, effective 1 April 2023 (description regarding adjustments for this disposal)
Categories and Number of Persons Covered
Category Directors of the Company, excluding outside directors and directors holding a specified number or more of shares / Number of Employees 3 / Number of allocated shares 5,388 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 11,476 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,543. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Deliberated by the Compensation Advisory Committee.
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 of16,864 common shares of the Company (treasury shares)
Issue price and disposal price¥3,543 per share
Amount of funds to be raisedTotal payment amount: ¥59,749,152; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 3 directors of the Company / Number of Shares 5,388 shares, Name 9 executive officers who do not concurrently serve as the Company's directors / Number of Shares 11,476 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,543. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient retires or resigns from a designated position or otherwise leaves employment with the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the service provision period, the transfer restrictions on all of the shares subject to the allocation will be lifted upon expiration of the transfer restriction period: director, executive officer, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counselor or any other equivalent position of the Company or one of its subsidiaries. In the event of retirement or resignation for a legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the specified circumstances set forth in the allocation agreement, the Company will acquire all of the shares subject to the allocation for no consideration. The Company will also acquire for no consideration any shares whose transfer restrictions have not been lifted at the expiration or removal of the transfer restriction period.
Categories and Number of Persons CoveredCategory Directors of the Company, excluding outside directors and directors holding a specified number or more of shares / Number of Employees 3 / Number of allocated shares 5,388 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 11,476 shares
Total Stock-Based CompensationTotal monetary claims: ¥59,749,152
Stock Split Ratio3-for-1 stock split, effective 1 April 2023 (description regarding adjustments for this disposal)
Procedures under the Corporate Code of ConductDeliberated by the Compensation Advisory Committee.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 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 | RINNAI CORPORATION (5947) timely disclosure | Komori