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Share Issuance and Disposal4212Sekisui Jushi CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 19,900 treasury shares as restricted stock compensation to 19 directors and executive officers. The transfer restriction period is 30 years and, in principle, the restrictions will be lifted upon expiration of the period provided that the recipient remains in office or employment.

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Direction
Neutral
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Scale
19900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,900Shares

19,900 common shares of the Company (treasury shares)

Directors8 independent officers / 9,000 shares
Executive officers who do not concurrently serve as directors11 / 10,900 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.

¥2,458 per share
Total issue value

¥48,914,200

Amount of funds to be raised
Total payment amount: ¥48,914,200; estimated net proceeds: Not disclosed because the entire amount of the monetary compensation receivables will be contributed in kind
Total Stock-Based Compensation
Total monetary compensation receivables: ¥48,914,200. The annual compensation limit for directors is ¥150 million, of which compensation for outside directors is limited to ¥10 million per year.
Specific use of funds
As the treasury shares will be disposed of through an in-kind contribution of compensation receivables, the Company will not raise cash funds for use for any purpose.
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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 24 July 2026 to 24 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions on all shares allotted under this plan 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 period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or any equivalent position, excluding part-time positions. In the event of departure from office or retirement due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or when the transfer restrictions are lifted. The Company will also acquire without consideration all shares allotted under this plan if the Board of Directors determines that such acquisition is appropriate.
Categories and Number of Persons Covered
Category Directors / Number of Employees 8 independent officers / Number of allocated shares 9,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 10,900 shares
Intended allottee's holding policy
The shares are intended to support the sustainable enhancement of corporate value and the sharing of value with shareholders. During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
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, ¥2,458. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 92nd Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the payment of monetary compensation receivables and other matters under this plan.
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 of19,900 common shares of the Company (treasury shares)
Issue price and disposal price¥2,458 per share
Total issue value¥48,914,200
Amount of funds to be raisedTotal payment amount: ¥48,914,200; estimated net proceeds: Not disclosed because the entire amount of the monetary compensation receivables will be contributed in kind
Specific use of fundsAs the treasury shares will be disposed of through an in-kind contribution of compensation receivables, the Company will not raise cash funds for use for any purpose.
Payment date24 July 2026
Intended allotteeName Directors / Number of Employees 8 independent officers / Number of Shares 9,000 shares, Name Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of Shares 10,900 shares
Intended allottee's holding policyThe shares are intended to support the sustainable enhancement of corporate value and the sharing of value with shareholders. During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Dilution RateNot applicable (disposal of treasury shares only)
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, ¥2,458. No discount or premium.
Transfer restriction periodFrom 24 July 2026 to 24 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions on all shares allotted under this plan 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 period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, consultant or any equivalent position, excluding part-time positions. In the event of departure from office or retirement due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted immediately after the departure or retirement with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or when the transfer restrictions are lifted. The Company will also acquire without consideration all shares allotted under this plan if the Board of Directors determines that such acquisition is appropriate.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 8 independent officers / Number of allocated shares 9,000 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 10,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥48,914,200. The annual compensation limit for directors is ¥150 million, of which compensation for outside directors is limited to ¥10 million per year.
Procedures under the Corporate Code of ConductAt the 92nd Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the payment of monetary compensation receivables and other matters under this plan.
Items this document does not state (10)
Estimated issuance expensesExercise 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 provide an incentive for the sustainable enhancement of corporate value and further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sekisui Jushi Corporation (4212) timely disclosure | Komori