June 26, 2024
To all concerned parties
Company name:

ROHM Co., Ltd.

Company representative:

Isao Matsumoto,President & Chief Executive Officer(Code: 6963, TSE Prime Market)

Contact:

Tatsuhide Goto, Division Manager,
Public and Investor Relations Div.
(Tel: 075-311-2121)

Notice of Disposal of Treasury Shares as Restricted Stock Compensation Plan
ROHM Co., Ltd. (hereinafter “Company”) hereby announces that the Board of Directors has decided to dispose
treasury shares (hereinafter “disposal of treasury shares” or “disposal”). The details are as follows.

1. Outline of Disposal(1) Disposal dateJuly 24, 2024

(2) Class and number of shares tobe disposed

32,624 shares of common stock of the Company(3) Disposal price

2,176 yen per share(4) Total value of shares to bedisposed

70,989,824 yen(5) Allottees and number thereof,
number of shares to be disposed

Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors): 6, 28,948 shares
Delegated Corporate Officer (excluding Directors): 2, 3,676 shares

2. Purposes and reasons of disposal
At the Board of Directors meeting held on May 11, 2020 and the 62nd Ordinary General Meeting of Shareholders heldon June 26, 2020, it was decided that a Restricted Stock Compensation Plan (hereinafter “Plan”) will be introduced for
the Company’s Directors excluding those who are Audit and Supervisory Committee Members or Outside Directors(hereinafter “Eligible Directors”) to provide a long-term incentive and share shareholder value. Based on the Plan,approval was given for the Company to grant monetary compensation receivables as monetary compensation for
capital assets of restricted stock acquisition (hereinafter “restricted stock compensation”) to Eligible Directors within
100 million yen per year, issue or dispose a total of 200,000 or less common stocks per year (The Company enacted a
4 for 1 stock split of its common stock effective October 1, 2023, therefore the annual cap on the number of shares
represents the number after adjusting for this stock split.), and the transfer restriction period of the restricted stock to
be 30 years.
At the Board of Directors meeting held on December 4, 2020, the Company decided to introduce the Plan to Delegated
Corporate Officers who do not concurrently serve as Directors (hereinafter “Eligible Directors, etc.” including
abovementioned Eligible Directors).
The details of the Plan are as follows.

[Details of Plan]The Eligible Directors, etc. will pay all monetary compensation receivables they received from the Company or theCompany’s subsidiaries in the form of properties contributed in kind based on this Plan, and common stocks of theCompany will be issued or disposed of. The payment amount for each stock will be decided by the Board of Directors
within the range of amount that will not especially benefit the Eligible Directors, etc., who will be subscribing for thecommon stocks, based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on theprevious business day of the Board of Directors meeting (if there are no trades on the day, the closing price of thenearest trading day prior to the concerned day will be considered).
The Restricted Stock Allocation Agreement will be made between the Company and the Eligible Directors, etc. forissuance or disposal of the Company’s common stocks under the Plan, which will include clauses such as (1) the
Eligible Directors, etc. cannot transfer, establish security interests, etc., for the Company’s common stocks for a fixed
period of time as stated in the Restricted Stock Allocation Agreement, and (2) the Company may acquire the concerned
common stock for free under certain circumstances.
This time, the Company allocated a total of 70,989,824 yen of monetary compensation receivables (hereinafter“monetary compensation receivables”) and 32,624 common stocks to further motivate the Eligible Directors, etc. bytaking into account the Plan’s objective, business conditions of the Company, range of responsibilities of the Eligible
Directors, etc. and various other circumstances. The transfer restriction period is set at 30 years to realize the sharingof shareholder value in the long term, which is the objective of the Plan.
As for the disposal of treasury shares, the 8 Eligible Directors, etc. to whom the stocks will be allocated, will pay all
the monetary compensation receivables to the Company or the Company’s subsidiaries in the form of properties
contributed in kind, and the Company’s common stocks (hereinafter “allocated stocks”) will be disposed based on thePlan.
The outline of the Restricted Stock Allocation Agreement (hereinafter “Allocation Agreement”) between the Company
and the Eligible Directors, etc. is as follows.
3. Outline of Allocation Agreement(1) Transfer restriction period
July 24, 2024 (hereinafter “disposal date”) to July 24, 2054
(2) Condition for cancelling transfer restriction
Transfer restriction of all allocated stocks will be cancelled at the time of expiration of the transfer restriction period,
under the condition that the Eligible Directors, etc. continue to be in the position of Directors or Corporate Officers
who do not concurrently serve as Directors of the Company throughout the transfer restriction period.
(3) Treatment of resignation of Eligible Directors, etc. due to expiration of term of office or other legitimate reasons
during the transfer restriction period
1) Cancellation timing of transfer restriction
If the Eligible Directors, etc. retire from their positions as the Company’s Directors or Corporate Officers who do notconcurrently serve as Directors due to expiration of term of office or other legitimate reasons, the transfer restriction
will be cancelled immediately after their resignation.
2) Number of restricted stocks to be cancelled
The number of allocated stocks held at the time of resignation as stated under 1) multiplied by the number of months
took place from the month including the disposal date (or the first month of the business year in which the disposal
date belongs, if the allottee is a Delegated Corporate Officer who does not concurrently serve as a Director of theCompany) to the month including the retirement date of the Eligible Directors, etc., divided by 12 (the number isconsidered 1 if it exceeds 1) will be cancelled.

(4) Free acquisition by the Company
The Company will rightfully acquire the allocated stocks for which the transfer restriction has not been cancelled at thetime of expiration of the restriction period or cancellation of the transfer restriction as stated under (3), for free.
(5) Management of stock
To prevent the Eligible Directors, etc. from transferring, creating a security interest on, or otherwise disposing of
allocated stocks during the transfer restriction period, the allocated stocks shall be managed in dedicated accounts
opened by the Eligible Directors, etc. at Nomura Securities Co., Ltd. The Company and the Eligible Directors, etc. hasconcluded an agreement with Nomura Securities Co., Ltd. for the management of accounts of the allocated stocks
possessed by the Eligible Directors, etc. in order to secure the effectiveness of the transfer restriction, etc. pertaining to
the allocated stocks. The Eligible Directors, etc. have agreed to the management method of the account.
(6) Treatment during reorganization, etc.
If joint venture agreements in which the Company becomes an extinct company or share exchange agreements, sharetransfer plans, other matters such as reorganization under which the Company becomes a wholly owned subsidiary areapproved at the Company’s General Meeting of Shareholders (or the Board of Directors meeting, if the approval is not
required in the General Meeting of Shareholders regarding the concerned reorganization, etc.) during the restriction
period, the restriction related to the number of allocated stocks (any fractions of less than 1 stock resulting shall be
rounded down) held at the concerned point of time multiplied by the number of months took place from the monthincluding the disposal date (or the first month of the business year in which the disposal date belongs, if the allocation
target is a Delegated Corporate Officer who does not concurrently serve as a Director of the Company) to the monthincluding the approval date of the concerned matter divided by 12 (the number is considered 1 if it exceeds 1) will becancelled immediately before the previous business day of the effective date of reorganization, etc., based on the
resolution of the Board of Directors. The Company will also rightfully acquire all the allocated stocks, for which thetransfer restriction has not been cancelled, right after the cancellation of the above transfer restriction, for free.
4. Basis of calculation and specific details for payment amountThe disposal of treasury shares to the scheduled allottees shall be made by way of in-kind contribution of the monetarycompensation receivables granted as restricted stock compensation under the Plan for the Company’s 67th fiscal year.
To avoid disposing the shares based on arbitrary decisions on price, the disposal price of the shares shall be the closing
price of the Company’s common stocks on the Tokyo Stock Exchange of 2,176 yen on June 25, 2024 (the business
day immediately before the resolution date by the Board of Directors). As the price is the market price of the day
immediately before the resolution date by the Board of Directors, the Company considers it reasonable and not anespecially favorable price.

Note: This report is a translation of the press release of the Company prepared in accordance with the provisions set
forth in the Securities and Exchange Law and its related accounting regulations. The original version of this press
release is written in Japanese. In the event of any discrepancies in words, accounts, figures or the like between thispress release and the original, the original Japanese version shall govern.