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Share Issuance and Disposal4228Sekisui Kasei Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 81,700 treasury shares as restricted stock compensation to 5 directors excluding outside directors and 9 executive officers who do not concurrently serve as directors. The disposal price is ¥569 per share, for a total disposal value of ¥46,487,300.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

81,700 shares of the Company’s common stock (43,900 shares for 5 directors excluding outside directors and 37,800 shares for 9 executive officers who do not concurrently serve as directors)

[{"category":"Directors excluding outside directors","number_of_recipients":5,"number_of_shares":"43,900 shares"},{"category":"Executive officers who do not concurrently serve as directors","number_of_recipients":9,"number_of_shares":"37,800 shares"}]

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

¥569 per share
Total issue value

¥46,487,300

Amount of funds to be raised
Total payment amount: ¥46,487,300. Estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥46,487,300
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
22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictions
Upon expiration of the transfer restriction period, the restrictions will be lifted if the eligible directors and other recipients have continuously held a specified position at the Company or one of its subsidiaries throughout the period. If an individual leaves office or employment during the period due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for a reasonably adjusted number of shares based on the period in office or employment. In the event of a corporate reorganization or similar event, the restrictions will likewise be lifted for a reasonably adjusted number of shares based on the period in office or employment.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions because the restrictions are not lifted following a departure from office or employment without a legitimate reason, because of a corporate reorganization or similar event, or because of a violation of laws or regulations, the Company’s or a subsidiary’s internal rules, or a material provision of the allocation agreement, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
5 directors excluding outside directors: 43,900 shares; 9 executive officers who do not concurrently serve as directors: 37,800 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares in any way.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥569. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 76th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥50 million per year and a transfer restriction period of 30 years.
Impact on Business Performance
No impact on business performance was 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 of81,700 shares of the Company’s common stock (43,900 shares for 5 directors excluding outside directors and 37,800 shares for 9 executive officers who do not concurrently serve as directors)
Issue price and disposal price¥569 per share
Total issue value¥46,487,300
Amount of funds to be raisedTotal payment amount: ¥46,487,300. Estimated net proceeds: not disclosed
Payment date22 July 2026
Intended allottee[{"category":"Directors excluding outside directors","number_of_recipients":5,"number_of_shares":"43,900 shares"},{"category":"Executive officers who do not concurrently serve as directors","number_of_recipients":9,"number_of_shares":"37,800 shares"}]
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares in any way.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥569. No discount or premium rate was stated.
Transfer restriction period22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictionsUpon expiration of the transfer restriction period, the restrictions will be lifted if the eligible directors and other recipients have continuously held a specified position at the Company or one of its subsidiaries throughout the period. If an individual leaves office or employment during the period due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for a reasonably adjusted number of shares based on the period in office or employment. In the event of a corporate reorganization or similar event, the restrictions will likewise be lifted for a reasonably adjusted number of shares based on the period in office or employment.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions because the restrictions are not lifted following a departure from office or employment without a legitimate reason, because of a corporate reorganization or similar event, or because of a violation of laws or regulations, the Company’s or a subsidiary’s internal rules, or a material provision of the allocation agreement, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered5 directors excluding outside directors: 43,900 shares; 9 executive officers who do not concurrently serve as directors: 37,800 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥46,487,300
Procedures under the Corporate Code of ConductAt the 76th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥50 million per year and a transfer restriction period of 30 years.
Impact on Business PerformanceNo impact on business performance was stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 clarify the linkage between directors’ compensation and the value of the Company’s shares, provide incentives to contribute to improved performance over the medium to long term and increased corporate value, and promote value sharing with shareholders. The measure is also intended to further enhance the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sekisui Kasei Co.,Ltd. (4228) timely disclosure | Komori