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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company has decided to dispose of up to 34,653 treasury shares to grant restricted stock to employees at or above department manager level through the employee stock ownership plan. The actual number of shares and total disposal price will be determined based on the number of employees consenting to participate in the plan and the number of shares applied for.

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Neutral
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Scale
34653
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)

Who receives how much34,653Shares

34,653 common shares (maximum; the actual number of shares disposed of will be based on the number of shares applied for as determined by the employee stock ownership plan)

ワールドグループ Employee Stock Ownership Plan: 34,653 shares (maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,585 per share
Total issue value

¥54,925,005 (maximum)

Amount of funds to be raised
Total amount paid in: ¥54,925,005 (maximum); approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables to be paid as a special incentive payment. Amount: Not disclosed (maximum total disposal price: ¥54,925,005).
発行済株式総数

0.05% (based on the maximum number of shares disposed of relative to 76,166,482 issued shares excluding treasury shares)

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 18 August 2026 until immediately after the eligible employee leaves their position as an employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the employee has continuously remained a member of the employee stock ownership plan throughout the transfer restriction period, all transfer restrictions will be lifted when the transfer restriction period expires. If the employee leaves the plan upon reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted or another prescribed date. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
If, during the transfer restriction period, the employee engages in an act violating laws or regulations or falls under any other prescribed circumstances set out in the allotment agreement. This also applies if any shares remain subject to transfer restrictions when the transfer restriction period expires or when the restrictions are lifted.
Stock Split RatioTwo shares for each share, effective 1 March 2026
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries at or above department manager level, up to 116 people. Breakdown: up to 4 employees and 2,524 shares in Grade A; up to 2 employees and 884 shares in Grade B; up to 73 employees and 23,068 shares in Grade C; and up to 37 employees and 8,177 shares in Grade D.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a designated account. After the transfer restrictions are lifted, the shares will be transferred to the ordinary account or the securities account in the name of the eligible employee.
Payment date
18 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,585 on the Tokyo Stock Exchange Prime Market on 2 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 3.12% for the one-month period from 3 June to 2 July 2026, 3.39% for the three-month period from 3 April to 2 July 2026, and 2.66% for the six-month period from 5 January to 2 July 2026.
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 members including 2 outside directors, has expressed the opinion that the disposal price is not particularly favorable and that the transaction is lawful.
Impact on Business Performance
The Company believes that the transaction will contribute to an increase in the corporate value of the Group. Financial impact on results: Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Number of shares to be issued or disposed of34,653 common shares (maximum; the actual number of shares disposed of will be based on the number of shares applied for as determined by the employee stock ownership plan)
Issue price and disposal price¥1,585 per share
Total issue value¥54,925,005 (maximum)
Amount of funds to be raisedTotal amount paid in: ¥54,925,005 (maximum); approximate net proceeds: Not disclosed
Payment date18 August 2026
Intended allotteeワールドグループ Employee Stock Ownership Plan: 34,653 shares (maximum)
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a designated account. After the transfer restrictions are lifted, the shares will be transferred to the ordinary account or the securities account in the name of the eligible employee.
Dilution Rate0.05% (based on the maximum number of shares disposed of relative to 76,166,482 issued shares excluding treasury shares)
Total number of issued shares76,166,482 shares (excluding treasury shares, as of 31 May 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,585 on the Tokyo Stock Exchange Prime Market on 2 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 3.12% for the one-month period from 3 June to 2 July 2026, 3.39% for the three-month period from 3 April to 2 July 2026, and 2.66% for the six-month period from 5 January to 2 July 2026.
Transfer restriction periodFrom 18 August 2026 until immediately after the eligible employee leaves their position as an employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the employee has continuously remained a member of the employee stock ownership plan throughout the transfer restriction period, all transfer restrictions will be lifted when the transfer restriction period expires. If the employee leaves the plan upon reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted or another prescribed date. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without considerationIf, during the transfer restriction period, the employee engages in an act violating laws or regulations or falls under any other prescribed circumstances set out in the allotment agreement. This also applies if any shares remain subject to transfer restrictions when the transfer restriction period expires or when the restrictions are lifted.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries at or above department manager level, up to 116 people. Breakdown: up to 4 employees and 2,524 shares in Grade A; up to 2 employees and 884 shares in Grade B; up to 73 employees and 23,068 shares in Grade C; and up to 37 employees and 8,177 shares in Grade D.
Total Stock-Based CompensationMonetary receivables to be paid as a special incentive payment. Amount: Not disclosed (maximum total disposal price: ¥54,925,005).
Stock Split RatioTwo shares for each share, effective 1 March 2026
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 members including 2 outside directors, has expressed the opinion that the disposal price is not particularly favorable and that the transaction is lawful.
Impact on Business PerformanceThe Company believes that the transaction will contribute to an increase in the corporate value of the Group. Financial impact on results: Not disclosed.
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor 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 enhance the benefits provided to eligible employees, support their asset building, provide incentives for the sustained enhancement of corporate value, and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | WORLD CO.,LTD. (3612) timely disclosure | Komori