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Share Issuance and Disposal4188Mitsubishi Chemical Group CorporationMaterials and Chemicals

Notice Regarding the Disposal of Treasury Shares in Connection with the Extension of the BIP Trust for Executive Compensation

The Company resolved to extend the trust period of the BIP trust for executive compensation through the end of August 2029 and dispose of 819,300 treasury shares to the trust account. The shares disposed of will be delivered as stock-based compensation to eligible directors and other officers.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.06
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock compensation

Who receives how much819,300Shares

819,300 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)819,300 shares

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

¥1,171 per share
Total issue value

¥959,400,300

発行済株式総数

0.06% (relative to the 13,572,827 total voting rights as of 31 March 2026)

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
The trust period runs from 20 September 2018 through the end of August 2029 (originally through the end of August 2026, extended pursuant to an amendment to the agreement).
Conditions for lifting transfer restrictions
The shares will be delivered to eligible directors and other officers in accordance with the Rules for the Restricted Stock Trust. Other conditions for lifting the transfer restrictions are Not disclosed.
Categories and Number of Persons Covered
The Company's directors, executive officers and corporate officers, and Mitsubishi Chemical Corporation's executive directors and executive officers (the number of eligible persons and the number of shares allocated by category are Not disclosed)
Intended allottee's holding policy
The shares will be delivered to eligible directors and other officers during the trust period. They will be delivered in accordance with the Rules for the Restricted Stock Trust, and the Company does not expect the shares disposed of in this transaction to flow into the stock market all at once.
Payment date
17 September 2026 (disposal date)
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 27 August 2026, ¥1,171. The closing price on the immediately preceding business day was used, with no discount.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required under the Code of Corporate Conduct.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed of819,300 common shares (treasury shares)
Issue price and disposal price¥1,171 per share
Total issue value¥959,400,300
Payment date17 September 2026 (disposal date)
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 819,300 shares
Intended allottee's holding policyThe shares will be delivered to eligible directors and other officers during the trust period. They will be delivered in accordance with the Rules for the Restricted Stock Trust, and the Company does not expect the shares disposed of in this transaction to flow into the stock market all at once.
Dilution Rate0.06% (relative to the 13,572,827 total voting rights as of 31 March 2026)
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 27 August 2026, ¥1,171. The closing price on the immediately preceding business day was used, with no discount.
Transfer restriction periodThe trust period runs from 20 September 2018 through the end of August 2029 (originally through the end of August 2026, extended pursuant to an amendment to the agreement).
Conditions for lifting transfer restrictionsThe shares will be delivered to eligible directors and other officers in accordance with the Rules for the Restricted Stock Trust. Other conditions for lifting the transfer restrictions are Not disclosed.
Categories and Number of Persons CoveredThe Company's directors, executive officers and corporate officers, and Mitsubishi Chemical Corporation's executive directors and executive officers (the number of eligible persons and the number of shares allocated by category are Not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required under the Code of Corporate Conduct.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 secure a portion of the shares expected to be delivered to eligible directors and other officers during the extended trust period of the BIP trust for executive compensation. The Company does not expect the shares to flow into the market all at once, considers the impact on the stock market to be minor, and has determined that the number of shares disposed of and the resulting dilution are reasonable.

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Notice Regarding the Disposal of Treasury Shares in Connection with the Extension of the BIP Trust for Executive Compensation | Mitsubishi Chemical Group Corporation (4188) timely disclosure | Komori