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Share Issuance and Disposal6855JAPAN ELECTRONIC MATERIALS CORPORATIONElectrical Equipment and Precision Instruments

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 6,459 common shares to 7 directors and executive officers as restricted stock compensation. The payment amount is ¥8,070 per share, for a total issue amount of ¥52,124,130.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much6,459Shares

6,459 common shares (new shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)3,372 shares
4 executive officers who do not concurrently serve as directors of the Company3,087 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.

¥8,070 per share
Total issue value

¥52,124,130

Amount of funds to be raised
Total payment amount: ¥52,124,130; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥52,124,130
Specific use of funds
Not applicable (compensation through an in-kind contribution of monetary claims)
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 point at which the recipient retires or leaves employment from a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Subject to having continuously held a designated position at the Company or one of its subsidiaries during the service provision period (from the date on which duties commence until immediately before the conclusion of the first Ordinary General Meeting of Shareholders held thereafter), all of the shares will be released from the transfer restrictions when the restriction period expires. If the recipient retires or leaves employment upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be released for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in a violation of laws or regulations or falls under any other specified circumstance set forth in the relevant allocation agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not released upon expiration of the restriction period or at other applicable times.
Categories and Number of Persons Covered
3 Company directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 3,372 shares; 4 executive officers who do not concurrently serve as directors of the Company: 3,087 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 shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥8,070. The discount or premium rate is Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was reviewed by the Compensation Committee. Opinions from other independent third parties and confirmation of shareholders' intentions are 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 of6,459 common shares (new shares)
Issue price and disposal price¥8,070 per share
Total issue value¥52,124,130
Amount of funds to be raisedTotal payment amount: ¥52,124,130; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (compensation through an in-kind contribution of monetary claims)
Payment date24 July 2026
Intended allotteeName 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 3,372 shares, Name 4 executive officers who do not concurrently serve as directors of the Company / Number of Shares 3,087 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.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥8,070. The discount or premium rate is Not disclosed.
Transfer restriction periodFrom 24 July 2026 until immediately after the point at which the recipient retires or leaves employment from a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsSubject to having continuously held a designated position at the Company or one of its subsidiaries during the service provision period (from the date on which duties commence until immediately before the conclusion of the first Ordinary General Meeting of Shareholders held thereafter), all of the shares will be released from the transfer restrictions when the restriction period expires. If the recipient retires or leaves employment upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions will be released for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in a violation of laws or regulations or falls under any other specified circumstance set forth in the relevant allocation agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not released upon expiration of the restriction period or at other applicable times.
Categories and Number of Persons Covered3 Company directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 3,372 shares; 4 executive officers who do not concurrently serve as directors of the Company: 3,087 shares
Total Stock-Based CompensationTotal monetary claims: ¥52,124,130
Procedures under the Corporate Code of ConductThe matter was reviewed by the Compensation Committee. Opinions from other independent third parties and confirmation of shareholders' intentions are Not disclosed.
Items this document does not state (12)
Estimated issuance expensesDilution 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 incentives for the sustained enhancement of corporate value and promote value sharing with shareholders, as well as to further motivate the eligible directors and other recipients.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | JAPAN ELECTRONIC MATERIALS CORPORATION (6855) timely disclosure | Komori