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Share Issuance and Disposal4208UBE CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 29,100 treasury shares as restricted stock compensation to 18 directors and executive officers. The total disposal amount is ¥90,442,800, and the restriction period will be 30 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much29,100Shares

29,100 common shares of the Company (treasury shares)

5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors)11,600 shares
13 executive officers who do not concurrently serve as directors of the Company17,500 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.

Issue/disposal price: ¥3,108 per share
Total issue value

Total issue price: ¥90,442,800

Amount of funds to be raised
Total payment amount: ¥90,442,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥90,442,800 (the annual cap on monetary receivables granted to eligible directors is ¥70 million)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
24 July 2026–24 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that an eligible director or executive officer continuously holds the position of eligible director or executive officer throughout the prescribed term of office or service, the transfer restrictions will be lifted upon expiration of the restriction period. If the individual leaves office or employment upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately thereafter; however, the number of shares subject to release will be calculated according to the individual's term of office or service. Performance conditions and share price conditions: Not disclosed
Reason for acquisition without consideration
The Company will acquire all shares without consideration if, during the restriction period, an eligible recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the relevant allocation agreement, if any shares remain subject to transfer restrictions, or if transfer restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors: 11,600 shares; 13 executive officers who do not concurrently serve as directors: 17,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,108. Discount/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 116th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the restricted stock compensation plan, including the annual amount and annual share limit.
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 of29,100 common shares of the Company (treasury shares)
Issue price and disposal priceIssue/disposal price: ¥3,108 per share
Total issue valueTotal issue price: ¥90,442,800
Amount of funds to be raisedTotal payment amount: ¥90,442,800; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 11,600 shares, Name 13 executive officers who do not concurrently serve as directors of the Company / Number of Shares 17,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,108. Discount/premium rate: Not disclosed
Transfer restriction period24 July 2026–24 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that an eligible director or executive officer continuously holds the position of eligible director or executive officer throughout the prescribed term of office or service, the transfer restrictions will be lifted upon expiration of the restriction period. If the individual leaves office or employment upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately thereafter; however, the number of shares subject to release will be calculated according to the individual's term of office or service. Performance conditions and share price conditions: Not disclosed
Reason for acquisition without considerationThe Company will acquire all shares without consideration if, during the restriction period, an eligible recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the relevant allocation agreement, if any shares remain subject to transfer restrictions, or if transfer restrictions are not lifted in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered5 directors, excluding directors who are Audit and Supervisory Committee members and outside directors: 11,600 shares; 13 executive officers who do not concurrently serve as directors: 17,500 shares
Total Stock-Based CompensationTotal monetary receivables: ¥90,442,800 (the annual cap on monetary receivables granted to eligible directors is ¥70 million)
Procedures under the Corporate Code of ConductAt the 116th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the restricted stock compensation plan, including the annual amount and annual share limit.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 achieve long-term sharing of value between the eligible recipients and shareholders under the restricted stock compensation plan.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UBE Corporation (4208) timely disclosure | Komori