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Share Issuance and Disposal4203Sumitomo Bakelite Company,LimitedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,411 treasury shares to 5 directors and 12 executive officers as restricted stock compensation. The disposal price is ¥7,393 per share, and the shares may not be transferred in principle until the recipient retires as a director or executive officer.

Worth reading
49Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
11411
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,411Shares

11,411 common shares of the Company (treasury shares)

5 directors (excluding outside directors)4,795 shares
12 executive officers6,616 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.

¥7,393 per share
Total issue value

¥84,361,523

Amount of funds to be raised
Total payment amount: ¥84,361,523; estimated net proceeds: Not applicable (disposal of treasury shares through an in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥84,361,523
発行済株式総数

No increase (disposal of treasury shares)

Not applicable (disposal of treasury 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 17 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company, or, in certain cases, until immediately after 1 July 2027.
Conditions for lifting transfer restrictions
Subject to the recipient having continuously held the position of director or executive officer of the Company throughout the service provision period, all of the transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of death or retirement for a reason deemed legitimate by the Board of Directors, the number of shares for which the restrictions are lifted will be reasonably adjusted. In the event of a corporate reorganization or similar event, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and the restrictions will be lifted before the effective date.
Reason for acquisition without consideration
The Company will acquire without consideration the allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period. The Company will also acquire the shares without consideration if an event occurs that warrants such acquisition, including a violation of applicable laws or regulations, internal rules or the allocation agreement.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,795 shares, Category Executive officers / Number of Employees 12 / Number of allocated shares 6,616 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 17 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company, or another applicable date.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 132nd Annual General Meeting of Shareholders held on 22 June 2023, approval was obtained for the payment of monetary compensation receivables and other matters, up to an annual amount of ¥150 million, as compensation under this system. The disposal of treasury shares was resolved at the Board of Directors' meeting held on 24 June 2026.
Impact on Business Performance
No impact on business performance stated
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 of11,411 common shares of the Company (treasury shares)
Issue price and disposal price¥7,393 per share
Total issue value¥84,361,523
Amount of funds to be raisedTotal payment amount: ¥84,361,523; estimated net proceeds: Not applicable (disposal of treasury shares through an in-kind contribution of compensation receivables)
Payment date17 July 2026
Intended allotteeCategory 5 directors (excluding outside directors) / Number of Shares 4,795 shares, Category 12 executive officers / Number of Shares 6,616 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from 17 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company, or another applicable date.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium.
Transfer restriction periodFrom 17 July 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company, or, in certain cases, until immediately after 1 July 2027.
Conditions for lifting transfer restrictionsSubject to the recipient having continuously held the position of director or executive officer of the Company throughout the service provision period, all of the transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of death or retirement for a reason deemed legitimate by the Board of Directors, the number of shares for which the restrictions are lifted will be reasonably adjusted. In the event of a corporate reorganization or similar event, the number of shares to be released will be reasonably determined by resolution of the Board of Directors and the restrictions will be lifted before the effective date.
Reason for acquisition without considerationThe Company will acquire without consideration the allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period. The Company will also acquire the shares without consideration if an event occurs that warrants such acquisition, including a violation of applicable laws or regulations, internal rules or the allocation agreement.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,795 shares, Category Executive officers / Number of Employees 12 / Number of allocated shares 6,616 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥84,361,523
Procedures under the Corporate Code of ConductAt the 132nd Annual General Meeting of Shareholders held on 22 June 2023, approval was obtained for the payment of monetary compensation receivables and other matters, up to an annual amount of ¥150 million, as compensation under this system. The disposal of treasury shares was resolved at the Board of Directors' meeting held on 24 June 2026.
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 an incentive to achieve sustained growth in corporate value and to further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sumitomo Bakelite Company,Limited (4203) timely disclosure | Komori