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Share Issuance and Disposal4004Resonac Holdings CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (BBT, BBT-RS and J-ESOP)

The Board of Directors resolved to make additional contributions to the Stock Benefit Trusts (BBT, BBT-RS and J-ESOP) and dispose of 343,000 treasury shares to the trust account. The shares will be used for future share benefits to directors and certain managerial employees.

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Scale
343000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with additional contributions to the Stock Benefit Trusts

Who receives how much

343,000 common shares (209,900 shares for the BBT Trust and 133,100 shares for the J-ESOP Trust)

Japan Custody Bank, Ltd. (Trust E Account)343,000 shares

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

¥16,175 per share
Total issue value

¥5,548,025,000

Amount of funds to be raised
Total payment amount: ¥5,548,025,000; estimated net proceeds: Not disclosed
Specific use of funds
Additional contribution to the BBT TrustAmount ¥3,395,132,500 / Scheduled timing of expenditures 21 August 2026
Additional contribution to the J-ESOP TrustAmount ¥2,152,892,500 / Scheduled timing of expenditures 21 August 2026
発行済株式総数

0.18% of total shares issued (0.11% for the BBT and BBT-RS plans, and 0.07% for the J-ESOP plan)

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.

Categories and Number of Persons Covered
Directors and certain employees who are managerial staff of the Company or its subsidiaries. Number of people: Not disclosed.
Payment date
21 August 2026 (Friday)
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, ¥16,175. No discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with additional contributions to the Stock Benefit Trusts
Number of shares to be issued or disposed of343,000 common shares (209,900 shares for the BBT Trust and 133,100 shares for the J-ESOP Trust)
Issue price and disposal price¥16,175 per share
Total issue value¥5,548,025,000
Amount of funds to be raisedTotal payment amount: ¥5,548,025,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional contribution to the BBT Trust / Amount ¥3,395,132,500 / Scheduled timing of expenditures 21 August 2026, Details Additional contribution to the J-ESOP Trust / Amount ¥2,152,892,500 / Scheduled timing of expenditures 21 August 2026
Payment date21 August 2026 (Friday)
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 343,000 shares
Dilution Rate0.18% of total shares issued (0.11% for the BBT and BBT-RS plans, and 0.07% for the J-ESOP plan)
Total number of issued shares191,019,801 shares → Not disclosed
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, ¥16,175. No discount or premium.
Categories and Number of Persons CoveredDirectors and certain employees who are managerial staff of the Company or its subsidiaries. Number of people: Not disclosed.
Items this document does not state (16)
Estimated issuance expensesIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 continue the plans and enable the trusts to acquire the shares expected to be required for future benefits. In light of the purpose of the plans, the Company considers the scale of dilution to be reasonable.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares in Connection with Additional Contributions to the Stock Benefit Trust (BBT, BBT-RS and J-ESOP) | Resonac Holdings Corporation (4004) timely disclosure | Komori