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Share Issuance and Disposal6963ROHM COMPANY LIMITEDElectrical Equipment and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock (RS) Compensation

ROHM resolved to dispose of 12,998 treasury shares as restricted stock compensation for 3 directors and 4 mandate-based executive officers. The shares will be granted subject to a 30-year transfer restriction.

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12998
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,998Shares

12,998 treasury shares

3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors10,285 shares
4 mandate-based executive officers who do not concurrently serve as directors2,713 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.

¥5,444 per share
Total issue value

¥70,761,112

Amount of funds to be raised
Total payment amount of ¥70,761,112; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥70,761,112. The annual compensation limit for eligible directors is ¥100 million.
発行済株式総数

As this is solely 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 22 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously hold a position as either a director of the Company or an executive officer who does not concurrently serve as a director during the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restriction when the transfer restriction period expires. If a recipient retires upon expiration of their term, mandatory retirement or for another legitimate reason, part of the restriction will be released based on a prescribed calculation. In the event of a corporate reorganization or similar event, the restriction will also be released based on a prescribed calculation.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to the transfer restriction when the transfer restriction period expires or when the transfer restriction is released. In the event of a corporate reorganization or similar event, the Company will acquire without consideration all shares allotted under this arrangement that remain subject to the transfer restriction.
Stock Split Ratio4 common shares for each 1 common share, effective 1 October 2023. This is a reference to a past stock split.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 10,285 shares, Category Mandate-based executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 2,713 shares
Intended allottee's holding policy
The transfer restriction period will be 30 years to achieve the sharing of shareholder value over the long term. During the transfer restriction period, the eligible directors and other recipients may not transfer, create security interests over or otherwise dispose of the allotted shares.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of ¥5,444 for the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
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 of12,998 treasury shares
Issue price and disposal price¥5,444 per share
Total issue value¥70,761,112
Amount of funds to be raisedTotal payment amount of ¥70,761,112; estimated net proceeds Not disclosed
Payment date22 July 2026
Intended allotteeCategory 3 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 10,285 shares, Category 4 mandate-based executive officers who do not concurrently serve as directors / Number of Shares 2,713 shares
Intended allottee's holding policyThe transfer restriction period will be 30 years to achieve the sharing of shareholder value over the long term. During the transfer restriction period, the eligible directors and other recipients may not transfer, create security interests over or otherwise dispose of the allotted shares.
Total number of issued sharesAs this is solely 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 ¥5,444 for the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium rate is stated.
Transfer restriction periodFrom 22 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously hold a position as either a director of the Company or an executive officer who does not concurrently serve as a director during the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restriction when the transfer restriction period expires. If a recipient retires upon expiration of their term, mandatory retirement or for another legitimate reason, part of the restriction will be released based on a prescribed calculation. In the event of a corporate reorganization or similar event, the restriction will also be released based on a prescribed calculation.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to the transfer restriction when the transfer restriction period expires or when the transfer restriction is released. In the event of a corporate reorganization or similar event, the Company will acquire without consideration all shares allotted under this arrangement that remain subject to the transfer restriction.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 10,285 shares, Category Mandate-based executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 2,713 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥70,761,112. The annual compensation limit for eligible directors is ¥100 million.
Stock Split Ratio4 common shares for each 1 common share, effective 1 October 2023. This is a reference to a past stock split.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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.

In consideration of providing long-term incentives, sharing shareholder value, the purpose of this plan, the Company's business performance, the scope of responsibilities of each eligible director and other factors, as well as various other circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock (RS) Compensation | ROHM COMPANY LIMITED (6963) timely disclosure | Komori