Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Up to 183,326 common shares of the Company (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥256,748,063 (maximum)
0.07% (maximum, based on 256,142,682 issued 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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment) |
| Number of shares to be issued or disposed of | Up to 183,326 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥1,400.5 per share |
| Total issue value | ¥256,748,063 (maximum) |
| Payment date | 21 August 2026 |
| Intended allottee | Daicel Group Employee Shareholding Association: up to 183,326 shares |
| Intended allottee's holding policy | Until the transfer restrictions are lifted, the employee shareholding association will be restricted from withdrawing the shares corresponding to the interests of eligible employees in the transfer-restricted shares it acquired. |
| Dilution Rate | 0.07% (maximum, based on 256,142,682 issued shares) |
| Total number of issued shares | 256,142,682 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥1,400.5 on the Prime Market of the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 3.43% for the one-month period from 10 June to 9 July 2026, 9.07% for the three-month period from 10 April to 9 July 2026, and 2.45% for the six-month period from 10 January to 9 July 2026. |
| Transfer restriction period | From 21 August 2026 until the date on which each eligible employee retires from the Company or the subsidiary to which the employee belongs |
| Conditions for lifting transfer restrictions | The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the employee has continuously remained a member of the employee shareholding association throughout the period. If an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted on the retirement date. In the event of a corporate reorganization or similar event, the restrictions may be lifted by resolution of the Board of Directors. |
| Reason for acquisition without consideration | If an eligible employee engages in an unlawful act during the transfer restriction period or falls under any other specified circumstance set out in the allotment agreement. The shares will also be acquired without consideration if the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the restrictions are lifted. |
| Categories and Number of Persons Covered | Up to 1,108 eligible employees in management positions at the Company and its subsidiaries. Grade 1: up to 463 employees and 49,078 shares; Grade 2: up to 295 employees and 41,890 shares; Grade 3: up to 252 employees and 53,928 shares; Grade 4: up to 87 employees and 30,972 shares; Grade 5: up to 11 employees and 7,458 shares. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. |
| Most recent equity financing | Timing Resolution on 10 July 2026; payment scheduled for 10 August 2026 / Type Disposal of treasury shares relating to restricted stock units for directors and executive officers / Amount Not disclosed |
Items this document does not state (12)
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 support the asset formation of eligible employees, provide an incentive to promote the sustained enhancement of the Daicel Group's corporate value, and advance value sharing between eligible employees and shareholders.