Fixstars to issue restricted shares for executive compensation

Fixstars Corporation announced a resolution by its board of directors to dispose of 50,400 common shares as restricted share-based remuneration. The disposal, effective January 16, 2026, involves four directors (excluding outside directors) at a price of 1,533 yen per share, totaling 77,263,200 yen. This action is taken under a remuneration plan revised on November 14, 2024, and approved at the 23rd annual general meeting of shareholders on December 18, 2024.

The company established the restricted share-based remuneration plan on November 12, 2019, to enhance long-term corporate and shareholder value. Subsequent revisions increased the annual monetary remuneration claim limit to 200,000 thousand yen and the annual share disposal limit to 100,000 shares. The disposal price of 1,533 yen per share is based on the closing price of Fixstars' common shares on the Tokyo Stock Exchange on December 16, 2025, ensuring fair valuation.

Under the plan, allocated shares are subject to transfer restrictions from January 16, 2026, until the executive's resignation or retirement. Transfer restrictions will be lifted for all shares upon completion of a service period from December 17, 2025, to the next annual general meeting, or proportionally in certain circumstances like death or legitimate resignation during the service period. Shares for which restrictions are not canceled will be acquired by the company without compensation.