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Share Issuance and Disposal6823RION CO.,LTD.Electrical Equipment and Precision Instruments

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company has resolved to issue 7,900 common shares to 4 directors, excluding outside directors, as restricted stock compensation. The shares will be subject to transfer restrictions for 30 years.

Worth reading
51Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
7900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much7,900Shares

7,900 common shares (new shares)

4 directors of the Company (excluding outside directors)7,900 shares

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

¥3,440 per share
Total issue value

¥27,176,000

Amount of funds to be raised
As the shares will be issued through an in-kind contribution of monetary compensation claims, no cash proceeds are stated for either the total amount paid in or the estimated net proceeds.
Total Stock-Based Compensation
Total monetary compensation claims: ¥27,176,000. The total amount of monetary compensation claims under the system is capped at ¥50 million per year.
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 August 2026 through 13 August 2056 (30 years)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the period, provided that the applicable director has continuously held the position of director of the Company throughout the transfer restriction period. In the event of retirement for a legitimate reason or retirement due to death, the restrictions will be lifted for the number of shares calculated according to the director's period of service. In the event of a corporate reorganization or similar event, the restrictions will be lifted for the number of shares calculated in accordance with the prescribed formula as of immediately before the business day preceding the effective date.
Reason for acquisition without consideration
If any of the shares allotted under this issuance remain subject to transfer restrictions when the restrictions are lifted or immediately after they are lifted in connection with a corporate reorganization or similar event, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 7,900 shares
Intended allottee's holding policy
To realize the sharing of value with shareholders over the medium to long term, the transfer restriction period will be 30 years. During the transfer restriction period, the shares may not be transferred, pledged or otherwise encumbered, gifted inter vivos or otherwise disposed of.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors meeting, 17 July 2026, was ¥3,440. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 99th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for the restricted stock compensation system and the total amount of monetary compensation claims, among other matters.
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 of7,900 common shares (new shares)
Issue price and disposal price¥3,440 per share
Total issue value¥27,176,000
Amount of funds to be raisedAs the shares will be issued through an in-kind contribution of monetary compensation claims, no cash proceeds are stated for either the total amount paid in or the estimated net proceeds.
Payment date14 August 2026
Intended allotteeName 4 directors of the Company (excluding outside directors) / Number of Shares 7,900 shares
Intended allottee's holding policyTo realize the sharing of value with shareholders over the medium to long term, the transfer restriction period will be 30 years. During the transfer restriction period, the shares may not be transferred, pledged or otherwise encumbered, gifted inter vivos or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors meeting, 17 July 2026, was ¥3,440. No discount or premium rate is stated.
Transfer restriction periodFrom 14 August 2026 through 13 August 2056 (30 years)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiration of the period, provided that the applicable director has continuously held the position of director of the Company throughout the transfer restriction period. In the event of retirement for a legitimate reason or retirement due to death, the restrictions will be lifted for the number of shares calculated according to the director's period of service. In the event of a corporate reorganization or similar event, the restrictions will be lifted for the number of shares calculated in accordance with the prescribed formula as of immediately before the business day preceding the effective date.
Reason for acquisition without considerationIf any of the shares allotted under this issuance remain subject to transfer restrictions when the restrictions are lifted or immediately after they are lifted in connection with a corporate reorganization or similar event, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 7,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥27,176,000. The total amount of monetary compensation claims under the system is capped at ¥50 million per year.
Procedures under the Corporate Code of ConductAt the 99th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for the restricted stock compensation system and the total amount of monetary compensation claims, among other matters.
Items this document does not state (13)
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 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 directors with an incentive to achieve sustained growth in corporate value and promote the sharing of value with shareholders over the medium to long term. The Company considered the purpose of the system, its business performance and other relevant factors.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | RION CO.,LTD. (6823) timely disclosure | Komori