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Share Issuance and Disposal6134FUJI CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,143 treasury shares to 4 directors, excluding outside directors, as restricted stock compensation. The disposal price is ¥8,463 per share, for a total amount of ¥51,988,209.

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6143
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,143Shares

6,143 shares of the Company's common stock (treasury shares)

4 directors, excluding outside directors: 6,143 shares

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

¥8,463 per share
Amount of funds to be raised

Total payment amount: ¥51,988,209 (approximate net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary receivables: ¥51,988,209 (annual limit for restricted stock compensation: no more than ¥90 million)
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, the payment date, until immediately after the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions on all of the shares allotted under this plan will be lifted upon expiration of the transfer restriction period, provided that the eligible director continuously holds the position of director of the Company from the date of commencement of duties until immediately before the conclusion of the first annual general meeting of shareholders to be held thereafter. If the director ceases to hold office for a legitimate reason, the restrictions will be lifted immediately after the director ceases to hold office with respect to the number of shares calculated in accordance with the prescribed method.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or immediately after the transfer restrictions are lifted, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors, excluding outside directors: 6,143 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. During this period, they will be managed in a dedicated account at 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 stock 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 ¥8,463. Discount rate/premium rate: Not disclosed
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 of6,143 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥8,463 per share
Amount of funds to be raisedTotal payment amount: ¥51,988,209 (approximate net proceeds: Not disclosed)
Payment date24 July 2026
Intended allottee4 directors, excluding outside directors: 6,143 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. During this period, they will be managed in a dedicated account at 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 stock 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 ¥8,463. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 24 July 2026, the payment date, until immediately after the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the shares allotted under this plan will be lifted upon expiration of the transfer restriction period, provided that the eligible director continuously holds the position of director of the Company from the date of commencement of duties until immediately before the conclusion of the first annual general meeting of shareholders to be held thereafter. If the director ceases to hold office for a legitimate reason, the restrictions will be lifted immediately after the director ceases to hold office with respect to the number of shares calculated in accordance with the prescribed method.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or immediately after the transfer restrictions are lifted, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors, excluding outside directors: 6,143 shares
Total Stock-Based CompensationTotal monetary receivables: ¥51,988,209 (annual limit for restricted stock compensation: no more than ¥90 million)
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide the eligible directors with an incentive to achieve sustained growth in corporate value and promote the sharing of value with shareholders. The Company also took into consideration the purpose of the plan, its business performance, the scope of responsibilities of each eligible director, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FUJI CORPORATION (6134) timely disclosure | Komori