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Share Issuance and Disposal4202Daicel CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 118,520 treasury shares to 5 directors and 17 executive officers as restricted stock compensation. The transfer restriction period will run for 30 years from 10 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much118,520Shares

118,520 common shares of the Company (treasury shares)

5 directors of the Company, excluding outside directors47,124 shares
17 executive officers of the Company who do not concurrently serve as directors71,396 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.

¥1,400.5 per share
Total issue value

¥165,987,260

Amount of funds to be raised
Total payment amount: ¥165,987,260. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥165,987,260. Monetary remuneration claims for directors covered by the plan are limited to an annual amount of no more than ¥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
10 August 2026 to 9 August 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, consultant, or counsellor. If the recipient retires or leaves office due to the expiration of the term of office, death, or another legitimate reason, the transfer restrictions will be lifted immediately after the retirement or departure, although the number of shares subject to the lifting of restrictions will be calculated based on the period of service.
Reason for acquisition without consideration
If the recipient retires or leaves office from the prescribed position before the expiration of the transfer restriction period and the retirement or departure is not due to the expiration of the term of office, death, or another reason deemed legitimate by the Company's Board of Directors, the Company will automatically acquire the relevant allocated shares without consideration.
Categories and Number of Persons Covered
5 directors of the Company, excluding outside directors: 47,124 shares; 17 executive officers of the Company who do not concurrently serve as directors: 71,396 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted upon expiration of the transfer restriction period or at other applicable times, provided the relevant conditions have been met.
Payment date
10 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,400.5. Discount/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The Company obtained the recommendations of the Nomination and Compensation Committee, a majority of whose members are outside directors and whose chair is an outside director.
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 of118,520 common shares of the Company (treasury shares)
Issue price and disposal price¥1,400.5 per share
Total issue value¥165,987,260
Amount of funds to be raisedTotal payment amount: ¥165,987,260. Estimated net proceeds: Not disclosed
Payment date10 August 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 47,124 shares, Name 17 executive officers of the Company who do not concurrently serve as directors / Number of Shares 71,396 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted upon expiration of the transfer restriction period or at other applicable times, provided the relevant conditions have been met.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,400.5. Discount/premium rate: Not disclosed
Transfer restriction period10 August 2026 to 9 August 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, consultant, or counsellor. If the recipient retires or leaves office due to the expiration of the term of office, death, or another legitimate reason, the transfer restrictions will be lifted immediately after the retirement or departure, although the number of shares subject to the lifting of restrictions will be calculated based on the period of service.
Reason for acquisition without considerationIf the recipient retires or leaves office from the prescribed position before the expiration of the transfer restriction period and the retirement or departure is not due to the expiration of the term of office, death, or another reason deemed legitimate by the Company's Board of Directors, the Company will automatically acquire the relevant allocated shares without consideration.
Categories and Number of Persons Covered5 directors of the Company, excluding outside directors: 47,124 shares; 17 executive officers of the Company who do not concurrently serve as directors: 71,396 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥165,987,260. Monetary remuneration claims for directors covered by the plan are limited to an annual amount of no more than ¥100 million.
Procedures under the Corporate Code of ConductThe Company obtained the recommendations of the Nomination and Compensation Committee, a majority of whose members are outside directors and whose chair is an outside director.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 promote the sharing of value with shareholders and encourage recipients to contribute to the enhancement of corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Daicel Corporation (4202) timely disclosure | Komori