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Share Issuance and Disposal3612WORLD CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will allocate 48,420 treasury shares to 20 directors, Group Executive Officers and subsidiary directors as restricted stock compensation. The recipients will be granted monetary compensation receivables, which will be contributed in kind in exchange for the shares.

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Scale
48420
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much48,420Shares

48,420 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)3 / 19,420 shares
Executive officers of the Company's Group16 / 26,990 shares
Directors of subsidiaries1 / 2,010 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.

¥1,490 per share
Total issue value

¥72,145,800

Amount of funds to be raised
Total amount paid in: ¥72,145,800; estimated net proceeds: not stated
Total Stock-Based Compensation
Monetary compensation receivables totaling ¥72,145,800: ¥28,935,800 for Company directors, ¥40,215,100 for Group Executive Officers and ¥2,994,900 for the subsidiary director
発行済株式総数

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

0.06% of total issued shares (0.09% previously)

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
Until the later of the date on which the securities report for the fiscal year containing the allocation date is submitted (or, if the allocation date falls within 6 months of the start of the fiscal year, the semi-annual report) or the date including the point immediately after the recipient retires or resigns from a position specified in advance
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as an officer or employee of the Company or one of its subsidiaries specified in advance by the relevant board of directors throughout the service provision period (1 year from the allocation date), the transfer restrictions on all shares will be lifted upon expiry of the transfer restriction period. If the recipient retires or resigns upon expiry of the term of office, due to death or for another reason deemed justifiable by the Board of Directors, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without consideration
If, before the end of the service provision period, the recipient retires or resigns from a position specified in advance for any reason other than expiry of the term of office, death or another reason deemed justifiable by the Board of Directors, the Company will acquire the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period.
Categories and Number of Persons Covered
3 Company directors: 19,420 shares; 16 Group Executive Officers: 26,990 shares; 1 subsidiary director: 2,010 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. They will be managed in dedicated accounts.
Payment date
15 June 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, 27 May 2026, was ¥1,490. There is no discount or premium.
Most recent equity financing
Timing 15 June 2018 / Type Introduction of a compensation plan for granting restricted stock / Amount Not disclosed
Impact on Business Performance
No impact on business performance 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 of48,420 common shares of the Company (treasury shares)
Issue price and disposal price¥1,490 per share
Total issue value¥72,145,800
Amount of funds to be raisedTotal amount paid in: ¥72,145,800; estimated net proceeds: not stated
Payment date15 June 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 3 / Number of Shares 19,420 shares, Name Executive officers of the Company's Group / Number of Employees 16 / Number of Shares 26,990 shares, Name Directors of subsidiaries / Number of Employees 1 / Number of Shares 2,010 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. They will be managed in dedicated accounts.
Dilution Rate0.06% of total issued shares (0.09% previously)
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 the business day immediately preceding the date of the Board of Directors' resolution, 27 May 2026, was ¥1,490. There is no discount or premium.
Transfer restriction periodUntil the later of the date on which the securities report for the fiscal year containing the allocation date is submitted (or, if the allocation date falls within 6 months of the start of the fiscal year, the semi-annual report) or the date including the point immediately after the recipient retires or resigns from a position specified in advance
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as an officer or employee of the Company or one of its subsidiaries specified in advance by the relevant board of directors throughout the service provision period (1 year from the allocation date), the transfer restrictions on all shares will be lifted upon expiry of the transfer restriction period. If the recipient retires or resigns upon expiry of the term of office, due to death or for another reason deemed justifiable by the Board of Directors, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without considerationIf, before the end of the service provision period, the recipient retires or resigns from a position specified in advance for any reason other than expiry of the term of office, death or another reason deemed justifiable by the Board of Directors, the Company will acquire the allocated shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period.
Categories and Number of Persons Covered3 Company directors: 19,420 shares; 16 Group Executive Officers: 26,990 shares; 1 subsidiary director: 2,010 shares
Total Stock-Based CompensationMonetary compensation receivables totaling ¥72,145,800: ¥28,935,800 for Company directors, ¥40,215,100 for Group Executive Officers and ¥2,994,900 for the subsidiary director
Most recent equity financingTiming 15 June 2018 / Type Introduction of a compensation plan for granting restricted stock / Amount Not disclosed
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 provide the recipients with an incentive to achieve sustained growth in corporate value and to promote greater sharing of value with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance and the scope of each recipient's responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WORLD CO.,LTD. (3612) timely disclosure | Komori