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Share Issuance and Disposal4202Daicel CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

Daicel Corporation has decided to dispose of up to 183,326 treasury shares as transfer-restricted shares to the employee shareholding association in which eligible employees of the Company and its subsidiaries participate. The shares will be acquired by employees through the association and may not be transferred until certain conditions, such as the employee's retirement date, are met.

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Neutral
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Scale
183326
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)

Who receives how much183,326Shares

Up to 183,326 common shares of the Company (treasury shares)

Daicel Group Employee Shareholding Association: up to 183,326 shares

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

¥1,400.5 per share
Total issue value

¥256,748,063 (maximum)

発行済株式総数

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.

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
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.
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.
Payment date
21 August 2026
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.
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
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal 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 ofUp 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 date21 August 2026
Intended allotteeDaicel Group Employee Shareholding Association: up to 183,326 shares
Intended allottee's holding policyUntil 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 Rate0.07% (maximum, based on 256,142,682 issued shares)
Total number of issued shares256,142,682 shares → Not disclosed
Basis for determining the amount to be paidThe 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 periodFrom 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 restrictionsThe 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 considerationIf 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 CoveredUp 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 ConductBecause 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 financingTiming 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)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 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.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | Daicel Corporation (4202) timely disclosure | Komori