Komori
Share Issuance and Disposal6857ADVANTEST CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,229 treasury shares to 1 executive officer who concurrently serves as a director and 11 other executive officers as restricted stock compensation. The total disposal amount is ¥234,966,825, and the shares generally may not be transferred while the recipients remain in office.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,229Shares

11,229 shares of the Company's common stock (treasury shares)

Executive officers who also serve as directors of the Company1 / 3,106 shares
The Company's executive officers who do not concurrently serve as directors11 / 8,123 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.

¥20,925 per share
Total Stock-Based Compensation

Total monetary claims: ¥234,966,825

発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 27 April 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer, outside director or director serving as an Audit & Supervisory Committee member of the Company.
Conditions for lifting transfer restrictions
If an eligible executive officer continuously holds the designated position throughout the 1-year service period, all transfer restrictions will be lifted upon expiration of the restriction period. If the officer leaves the position for a valid reason, including death, the restrictions on the number of shares corresponding to the number of months in office will be lifted immediately after departure. In the event of a corporate reorganization or other similar event, the restrictions on the number of shares corresponding to the specified number of months will be lifted immediately before the business day preceding the effective date of the reorganization or other event.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions are not lifted following the calculation applicable when an officer leaves the position for a valid reason, as well as any shares for which the transfer restrictions are not lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
1 executive officer who concurrently serves as a director of the Company: 3,106 shares; 11 executive officers who do not concurrently serve as directors of the Company: 8,123 shares
Intended allottee's holding policy
For a specified period, transfers to third parties, the creation of security interests and any other disposal are prohibited.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 30 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥20,925. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was reviewed by the Nomination and Compensation Committee. Whether an opinion was obtained from an independent third party or shareholder approval was sought: 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 of11,229 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥20,925 per share
Payment date27 April 2026
Intended allotteeName Executive officers who also serve as directors of the Company / Number of Employees 1 / Number of Shares 3,106 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of Shares 8,123 shares
Intended allottee's holding policyFor a specified period, transfers to third parties, the creation of security interests and any other disposal are prohibited.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 30 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥20,925. No discount or premium rate was stated.
Transfer restriction periodFrom 27 April 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer, outside director or director serving as an Audit & Supervisory Committee member of the Company.
Conditions for lifting transfer restrictionsIf an eligible executive officer continuously holds the designated position throughout the 1-year service period, all transfer restrictions will be lifted upon expiration of the restriction period. If the officer leaves the position for a valid reason, including death, the restrictions on the number of shares corresponding to the number of months in office will be lifted immediately after departure. In the event of a corporate reorganization or other similar event, the restrictions on the number of shares corresponding to the specified number of months will be lifted immediately before the business day preceding the effective date of the reorganization or other event.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions are not lifted following the calculation applicable when an officer leaves the position for a valid reason, as well as any shares for which the transfer restrictions are not lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered1 executive officer who concurrently serves as a director of the Company: 3,106 shares; 11 executive officers who do not concurrently serve as directors of the Company: 8,123 shares
Total Stock-Based CompensationTotal monetary claims: ¥234,966,825
Procedures under the Corporate Code of ConductThe matter was reviewed by the Nomination and Compensation Committee. Whether an opinion was obtained from an independent third party or shareholder approval was sought: Not disclosed.
Items this document does not state (14)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 operate the restricted stock compensation program as a medium- to long-term incentive for the eligible executive officers. The number of shares to be granted and other terms were determined after taking into consideration the purpose of the program, the Company's business conditions, the scope of each eligible executive officer's responsibilities and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ADVANTEST CORPORATION (6857) timely disclosure | Komori