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Share Issuance and Disposal6963ROHM COMPANY LIMITEDElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Performance-Linked Restricted Stock (PSRSU) Compensation

ROHM resolved to dispose of 8,805 treasury shares to 3 eligible directors as performance-linked restricted stock compensation. The shares will be subject to transfer restrictions from 22 July 2026 to 22 July 2056.

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8805
Shares
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Details of issuance or disposal

Disposal of treasury shares as performance-linked restricted stock compensation

Who receives how much8,805Shares

8,805 shares of the Company's common stock (treasury shares)

3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors: 8,805 shares

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

¥5,444 per share
Total issue value

¥47,934,420

Amount of funds to be raised
Total amount paid in: ¥47,934,420; estimated net proceeds: Not disclosed (as the consideration will be contributed in kind)
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
22 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that an eligible director continuously holds 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 allocated under this arrangement will be released from the restrictions upon expiration of the transfer restriction period. If the individual leaves office or employment due to the expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted immediately after the departure.
Reason for acquisition without consideration
If an eligible director engages in an act violating laws or regulations or otherwise falls under any of the events specified in the share allocation agreement during the transfer restriction period, the Company will acquire all of the allocated shares held by that individual without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon departure from office or employment for a legitimate reason.
Stock Split Ratio1-for-4 stock split; effective date: 1 October 2023
Categories and Number of Persons Covered
3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors: 8,805 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. If an eligible director remains continuously in a specified position, the restrictions will be lifted upon expiration of the transfer restriction period.
Payment date
22 July 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 23 June 2026 was ¥5,444. This was the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked restricted stock compensation
Number of shares to be issued or disposed of8,805 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,444 per share
Total issue value¥47,934,420
Amount of funds to be raisedTotal amount paid in: ¥47,934,420; estimated net proceeds: Not disclosed (as the consideration will be contributed in kind)
Payment date22 July 2026
Intended allottee3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors: 8,805 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. If an eligible director remains continuously in a specified position, the restrictions will be lifted upon expiration of the transfer restriction period.
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 23 June 2026 was ¥5,444. This was the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Transfer restriction period22 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that an eligible director continuously holds 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 allocated under this arrangement will be released from the restrictions upon expiration of the transfer restriction period. If the individual leaves office or employment due to the expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted immediately after the departure.
Reason for acquisition without considerationIf an eligible director engages in an act violating laws or regulations or otherwise falls under any of the events specified in the share allocation agreement during the transfer restriction period, the Company will acquire all of the allocated shares held by that individual without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon departure from office or employment for a legitimate reason.
Categories and Number of Persons Covered3 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors: 8,805 shares
Stock Split Ratio1-for-4 stock split; effective date: 1 October 2023
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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.

To provide an incentive to achieve the performance targets linked to the medium-term management plan, improve performance and corporate value over the medium to long term, and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Performance-Linked Restricted Stock (PSRSU) Compensation | ROHM COMPANY LIMITED (6963) timely disclosure | Komori