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Share Issuance and Disposal4182Mitsubishi Gas Chemical Company,Inc.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 34,800 treasury shares as restricted stock compensation for 6 directors and 16 executive officers. The disposal price is ¥5,231 per share, and the recipients will make an in-kind contribution of monetary compensation receivables.

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Neutral
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Scale
34800
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,800Shares

34,800 shares of the Company's common stock (treasury shares)

6 directors (excluding outside directors)14,000 shares
16 executive officers20,800 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.

¥5,231 per share
Total issue value

¥182,038,800

Amount of funds to be raised
Total payment amount: ¥182,038,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥182,038,800 (the total annual amount of monetary compensation receivables for eligible directors is capped at ¥100 million)
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
30 years (24 July 2026 to 23 July 2056)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restricted period, provided that the eligible officer has continuously held the position of director, executive officer or board member of the Company. If the eligible officer ceases to hold such position due to expiration of their term of office, death or another reason deemed legitimate by the Board of Directors, the number of shares subject to release and the timing of release will be reasonably adjusted.
Reason for acquisition without consideration
If, before the expiration date of the restricted period, an eligible officer ceases to hold any of the positions of director, executive officer or board member of the Company without the expiration of their term of office, death or another reason deemed legitimate by the Board of Directors, the Company will acquire all of the shares allocated under this arrangement without consideration. Other circumstances will be governed by the relevant allocation agreement.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 6 / Number of allocated shares 14,000 shares, Category Executive officers / Number of Employees 16 / Number of allocated shares 20,800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period is the 30-year period from 24 July 2026 to 23 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,231.
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 of34,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,231 per share
Total issue value¥182,038,800
Amount of funds to be raisedTotal payment amount: ¥182,038,800; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 6 directors (excluding outside directors) / Number of Shares 14,000 shares, Name 16 executive officers / Number of Shares 20,800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period is the 30-year period from 24 July 2026 to 23 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,231.
Transfer restriction period30 years (24 July 2026 to 23 July 2056)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the restricted period, provided that the eligible officer has continuously held the position of director, executive officer or board member of the Company. If the eligible officer ceases to hold such position due to expiration of their term of office, death or another reason deemed legitimate by the Board of Directors, the number of shares subject to release and the timing of release will be reasonably adjusted.
Reason for acquisition without considerationIf, before the expiration date of the restricted period, an eligible officer ceases to hold any of the positions of director, executive officer or board member of the Company without the expiration of their term of office, death or another reason deemed legitimate by the Board of Directors, the Company will acquire all of the shares allocated under this arrangement without consideration. Other circumstances will be governed by the relevant allocation agreement.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 6 / Number of allocated shares 14,000 shares, Category Executive officers / Number of Employees 16 / Number of allocated shares 20,800 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥182,038,800 (the total annual amount of monetary compensation receivables for eligible directors is capped at ¥100 million)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 provide the eligible officers with incentives to achieve sustained enhancement of corporate value and to further promote value sharing between the eligible officers and shareholders. The Company also considered its performance, the scope of responsibilities of each eligible officer and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Mitsubishi Gas Chemical Company,Inc. (4182) timely disclosure | Komori