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Share Issuance and Disposal3002GUNZE LIMITEDMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of treasury shares to allot 21,453 restricted shares to 6 directors and 11 executive officers as part of their compensation. The total disposal value is ¥85,275,675.

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21453
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much21,453Shares

21,453 common shares of the Company (treasury shares)

6 of the Company's directors, excluding outside directors12,612 shares
11 executive officers of the Company8,841 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.

¥3,975 per share
Total issue value

¥85,275,675

Total Stock-Based Compensation
Monetary compensation receivables: ¥85,275,675 (the total annual compensation receivables relating to directors is capped at ¥100 million)
発行済株式総数

Not applicable (disposal of treasury shares only)

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
6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictions
In principle, all of the allotted shares held at the end of the restriction period will be released from the transfer restrictions, provided that the holder remains a director or executive officer through the date of the first annual general meeting of shareholders held after the commencement date, or, for executive officers, through the end of the first fiscal year after that date. In the event of resignation or termination of the contract for a valid reason, or death, part of the restrictions will be released in proportion to the period of service.
Reason for acquisition without consideration
If the holder resigns or retires without a valid reason before the prescribed reference date, if the transfer restrictions have not been released at the end of the restriction period, or if the transfer restrictions have not been released before the effective date of a reorganization or other similar transaction.
Stock Split Ratio2-for-1 split of common shares, effective 1 April 2025
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 12,612 shares, Category The Company's executive officers / Number of Employees 11 / Number of allocated shares 8,841 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
6 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 the business day immediately preceding the date of the Board of Directors' resolution, 21 July 2026, was ¥3,975. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 123rd Annual General Meeting of Shareholders held on 25 June 2019, approval was obtained for the allotment of restricted shares and the total amount of monetary compensation receivables to be granted as compensation and other payments.
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 of21,453 common shares of the Company (treasury shares)
Issue price and disposal price¥3,975 per share
Total issue value¥85,275,675
Payment date6 August 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 12,612 shares, Name 11 executive officers of the Company / Number of Shares 8,841 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 21 July 2026, was ¥3,975. No discount or premium applies.
Transfer restriction period6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictionsIn principle, all of the allotted shares held at the end of the restriction period will be released from the transfer restrictions, provided that the holder remains a director or executive officer through the date of the first annual general meeting of shareholders held after the commencement date, or, for executive officers, through the end of the first fiscal year after that date. In the event of resignation or termination of the contract for a valid reason, or death, part of the restrictions will be released in proportion to the period of service.
Reason for acquisition without considerationIf the holder resigns or retires without a valid reason before the prescribed reference date, if the transfer restrictions have not been released at the end of the restriction period, or if the transfer restrictions have not been released before the effective date of a reorganization or other similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 12,612 shares, Category The Company's executive officers / Number of Employees 11 / Number of allocated shares 8,841 shares
Total Stock-Based CompensationMonetary compensation receivables: ¥85,275,675 (the total annual compensation receivables relating to directors is capped at ¥100 million)
Stock Split Ratio2-for-1 split of common shares, effective 1 April 2025
Procedures under the Corporate Code of ConductAt the 123rd Annual General Meeting of Shareholders held on 25 June 2019, approval was obtained for the allotment of restricted shares and the total amount of monetary compensation receivables to be granted as compensation and other payments.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 further promote the sharing of shareholder value between directors, executive officers and shareholders, and to pursue greater and more sustainable growth in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | GUNZE LIMITED (3002) timely disclosure | Komori