Komori
Share Issuance and Disposal7525RIX CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

リックス resolved to dispose of 6,626 treasury shares to 3 directors and 5 executive officers as restricted stock compensation. The shares will be delivered in exchange for an in-kind contribution of monetary remuneration claims totaling ¥23,191,000.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,626Shares

6,626 common shares of the Company (treasury shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)3,611 shares
5 of the Company's executive officers3,015 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.

¥3,500 per share
Total issue value

¥23,191,000

Amount of funds to be raised
Total paid-in amount: ¥23,191,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥23,191,000. The annual remuneration limit for eligible directors is ¥30 million.
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 5 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company. However, if that date is on or before 30 June 2027, the period will continue until 1 July 2027.
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after 5 August 2026. If the recipient ceases to hold the position for a legitimate reason, the restrictions will be lifted on the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the date of departure, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted on the prescribed percentage of the shares.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders to be held, the recipient ceases to hold either the position of director or executive officer without a legitimate reason. If any shares remain subject to restrictions when the transfer restriction period expires. If the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
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 3,611 shares, Category Executive officers / Number of Employees 5 / Number of allocated shares 3,015 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 8 July 2026, ¥3,500. No discount or premium was stated.
Impact on Business Performance
No impact on the Company’s results from this disposal of treasury shares was 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 of6,626 common shares of the Company (treasury shares)
Issue price and disposal price¥3,500 per share
Total issue value¥23,191,000
Amount of funds to be raisedTotal paid-in amount: ¥23,191,000; estimated net proceeds: not disclosed
Payment date5 August 2026
Intended allotteeName 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 3,611 shares, Name 5 of the Company's executive officers / Number of Shares 3,015 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 8 July 2026, ¥3,500. No discount or premium was stated.
Transfer restriction periodFrom 5 August 2026 until the date on which the recipient ceases to hold either the position of director or executive officer of the Company. However, if that date is on or before 30 June 2027, the period will continue until 1 July 2027.
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after 5 August 2026. If the recipient ceases to hold the position for a legitimate reason, the restrictions will be lifted on the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month including the date of departure, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted on the prescribed percentage of the shares.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders to be held, the recipient ceases to hold either the position of director or executive officer without a legitimate reason. If any shares remain subject to restrictions when the transfer restriction period expires. If the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
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 3,611 shares, Category Executive officers / Number of Employees 5 / Number of allocated shares 3,015 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥23,191,000. The annual remuneration limit for eligible directors is ¥30 million.
Impact on Business PerformanceNo impact on the Company’s results from this disposal of treasury shares was stated.
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 RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 share with shareholders the benefits and risks of share price fluctuations and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value. The number of shares allocated to each recipient was determined after comprehensively considering factors including the recipient’s level of contribution.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RIX CORPORATION (7525) timely disclosure | Komori