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Share Issuance and Disposal6857ADVANTEST CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allot 43,822 treasury shares as restricted stock compensation to 1,178 individuals, including directors and employees. The recipients will make an in-kind contribution of monetary compensation claims and receive the shares at ¥27,935 per share.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much43,822Shares

43,822 common shares of the Company (treasury shares)

Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members1 / 1,861 shares
Outside directors of the Company, excluding directors who are Audit and Supervisory Committee members3 / 708 shares
Directors of the Company who are Audit and Supervisory Committee members3 / 944 shares
Employees of the Company1,126 / 38,616 shares
Directors of the Company's subsidiaries (excluding outside directors)2 / 165 shares
Employees of the Company's subsidiaries43 / 1,528 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.

¥27,935 per share
Total issue value

¥1,224,167,570

Amount of funds to be raised
Total monetary compensation claims of ¥1,224,167,570; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥1,224,167,570. The annual compensation limit is ¥1 billion for eligible directors, ¥45 million for eligible outside directors, and ¥30 million for eligible Audit and Supervisory Committee members.
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
For eligible directors and other eligible officers: from 28 August 2026 until immediately after they cease to hold any of the positions of director, executive officer, outside director, or director who is an Audit and Supervisory Committee member of the Company. For eligible employees and other eligible recipients: from 30 October 2026 through 29 October 2029.
Conditions for lifting transfer restrictions
Eligible directors and other eligible officers must continuously hold the prescribed position throughout the applicable service period. In the event of retirement for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office. Eligible employees and other eligible recipients must continuously hold a prescribed position with the Company or one of its subsidiaries throughout the restricted period. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted when the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
1 director of the Company, 3 outside directors, 3 directors who are Audit and Supervisory Committee members, 1,126 employees, 2 subsidiary directors, and 43 subsidiary employees, for a total of 1,178 individuals. The corresponding share allotments are 1,861 shares, 708 shares, 944 shares, 38,616 shares, 165 shares, and 1,528 shares, respectively.
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
Directors who do not concurrently serve as executive officers of the Company: 28 August 2026; employees of the Company and directors and employees of the Company's subsidiaries: 30 October 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 30 July 2026, ¥27,935. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 84th Annual General Meeting of Shareholders held on 31 July 2026, approval was obtained for revisions to the limits on monetary compensation claims and other matters applicable to eligible directors. The eligible directors and other eligible officers, excluding eligible Audit and Supervisory Committee members, underwent deliberation by the Nomination and Compensation Committee, while the eligible Audit and Supervisory Committee members underwent deliberation by the Audit and Supervisory 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 of43,822 common shares of the Company (treasury shares)
Issue price and disposal price¥27,935 per share
Total issue value¥1,224,167,570
Amount of funds to be raisedTotal monetary compensation claims of ¥1,224,167,570; estimated net proceeds: Not disclosed
Payment dateDirectors who do not concurrently serve as executive officers of the Company: 28 August 2026; employees of the Company and directors and employees of the Company's subsidiaries: 30 October 2026
Intended allotteeName Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 1 / Number of Shares 1,861 shares, Name Outside directors of the Company, excluding directors who are Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 708 shares, Name Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 944 shares, Name Employees of the Company / Number of Employees 1,126 / Number of Shares 38,616 shares, Name Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 2 / Number of Shares 165 shares, Name Employees of the Company's subsidiaries / Number of Employees 43 / Number of Shares 1,528 shares
Intended allottee's holding policyFor a specified period, transfers to third parties, the creation of security interests and any other disposal are prohibited.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 30 July 2026, ¥27,935. No discount or premium was stated.
Transfer restriction periodFor eligible directors and other eligible officers: from 28 August 2026 until immediately after they cease to hold any of the positions of director, executive officer, outside director, or director who is an Audit and Supervisory Committee member of the Company. For eligible employees and other eligible recipients: from 30 October 2026 through 29 October 2029.
Conditions for lifting transfer restrictionsEligible directors and other eligible officers must continuously hold the prescribed position throughout the applicable service period. In the event of retirement for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office. Eligible employees and other eligible recipients must continuously hold a prescribed position with the Company or one of its subsidiaries throughout the restricted period. In the event of retirement or resignation for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted when the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered1 director of the Company, 3 outside directors, 3 directors who are Audit and Supervisory Committee members, 1,126 employees, 2 subsidiary directors, and 43 subsidiary employees, for a total of 1,178 individuals. The corresponding share allotments are 1,861 shares, 708 shares, 944 shares, 38,616 shares, 165 shares, and 1,528 shares, respectively.
Total Stock-Based CompensationTotal monetary compensation claims of ¥1,224,167,570. The annual compensation limit is ¥1 billion for eligible directors, ¥45 million for eligible outside directors, and ¥30 million for eligible Audit and Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 84th Annual General Meeting of Shareholders held on 31 July 2026, approval was obtained for revisions to the limits on monetary compensation claims and other matters applicable to eligible directors. The eligible directors and other eligible officers, excluding eligible Audit and Supervisory Committee members, underwent deliberation by the Nomination and Compensation Committee, while the eligible Audit and Supervisory Committee members underwent deliberation by the Audit and Supervisory Committee.
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 operate the restricted stock compensation plan as a medium- to long-term incentive. The Company explained that it took into consideration the responsibilities of the eligible recipients, the Company's business performance, and the purpose of the plan.

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