Komori
Share Issuance and Disposal7947FP CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 26,515 treasury shares as restricted stock compensation to 8 directors of the Company and 2 directors of a subsidiary. The disposal price is ¥2,603 per share, and the payment date is 24 July 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much26,515Shares

26,515 common shares of the Company (treasury shares)

8 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors)23,767 shares
2 directors of a subsidiary of the Company2,748 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.

¥2,603 per share
Total issue value

¥69,018,545

Total Stock-Based Compensation
Total monetary compensation claims of ¥69,018,545 (the annual compensation limit under the system is ¥250 million or less)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

0.03% (based on 80,876,774 issued shares excluding treasury shares as of 31 March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 the payment date (24 July 2026) until the date on which the recipient ceases to serve as a director of the Company or a subsidiary of the Company
Conditions for lifting transfer restrictions
Subject to continuously holding the position of director of the Company or a subsidiary of the Company from 25 June 2026 until the date of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. If a recipient ceases to serve as a director due to death or another reason deemed justifiable by the Board of Directors, the number of shares released will be calculated according to the number of months in office.
Reason for acquisition without consideration
The Company will acquire without consideration any shares that remain subject to transfer restrictions at the expiration of the restriction period. In addition, if an eligible director meets certain conditions during the restriction period, the Company may acquire all or part of the shares without consideration.
Stock Split Ratio2-for-1 stock split, effective 1 October 2020 (adjustment of the historical limit under the system)
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 8 independent officers / Number of allocated shares 23,767 shares, Category Directors of the company's subsidiaries / Number of Employees 2 / Number of allocated shares 2,748 shares
Intended allottee's holding policy
From the payment date until the date on which they cease to serve as directors of the Company or a subsidiary of the Company, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, ¥2,603. No discount or premium.
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 of26,515 common shares of the Company (treasury shares)
Issue price and disposal price¥2,603 per share
Total issue value¥69,018,545
Payment date24 July 2026
Intended allotteeName 8 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 23,767 shares, Name 2 directors of a subsidiary of the Company / Number of Shares 2,748 shares
Intended allottee's holding policyFrom the payment date until the date on which they cease to serve as directors of the Company or a subsidiary of the Company, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Dilution Rate0.03% (based on 80,876,774 issued shares excluding treasury shares as of 31 March 2026)
Total number of issued sharesAs this is 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 the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, ¥2,603. No discount or premium.
Transfer restriction periodFrom the payment date (24 July 2026) until the date on which the recipient ceases to serve as a director of the Company or a subsidiary of the Company
Conditions for lifting transfer restrictionsSubject to continuously holding the position of director of the Company or a subsidiary of the Company from 25 June 2026 until the date of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. If a recipient ceases to serve as a director due to death or another reason deemed justifiable by the Board of Directors, the number of shares released will be calculated according to the number of months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any shares that remain subject to transfer restrictions at the expiration of the restriction period. In addition, if an eligible director meets certain conditions during the restriction period, the Company may acquire all or part of the shares without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 8 independent officers / Number of allocated shares 23,767 shares, Category Directors of the company's subsidiaries / Number of Employees 2 / Number of allocated shares 2,748 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥69,018,545 (the annual compensation limit under the system is ¥250 million or less)
Stock Split Ratio2-for-1 stock split, effective 1 October 2020 (adjustment of the historical limit under the system)
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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.

The purpose is to provide directors with an incentive to achieve sustained growth in corporate value and to promote value sharing with shareholders. The Company explained that the shares are being disposed of after considering the responsibilities of the eligible directors, the Company's performance and other circumstances, and that the scale of dilution is immaterial and reasonable in light of the purpose of the system.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FP CORPORATION (7947) timely disclosure | Komori