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Share Issuance and Disposal4235Ultrafabrics Holdings Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,000 treasury shares at ¥668 per share as restricted stock compensation for 4 directors. The transfer restriction period is 3 years, from 18 May 2026 to 17 May 2029.

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Direction
Neutral
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Scale
22000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,000Shares

22,000 common shares of the Company (treasury shares)

4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members22,000 shares

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

¥668 per share
Total issue value

¥14,696,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥14,696,000. The total annual amount of compensation, etc. relating to share-based compensation is capped at ¥100 million.
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 18 May 2026 to 17 May 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in one of the positions of director or employee of the Company or a wholly owned subsidiary designated by the Company's Board of Directors during the transfer restriction period, all transfer restrictions on the allocated shares held at the end of the period will be lifted. In the event of resignation or retirement for a legitimate reason, such as the expiration of the recipient's term of office, or in the event of death, the restrictions will be lifted at the prescribed time.
Reason for acquisition without consideration
If the recipient resigns or retires from both the position of director and the position of employee of the Company and of a wholly owned subsidiary designated by the Company's Board of Directors before the end of the transfer restriction period, the Company will acquire the allocated shares without consideration, except in specified circumstances. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted.
Stock Split RatioA 1-for-2 share split (the upper limit on the number of shares granted as share-based compensation was adjusted from 30,000 to 60,000 shares). Effective date: Not disclosed
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit & Supervisory Committee members), allocated 22,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The intended holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
18 May 2026
Basis for determining the amount to be paid
The closing price of the Company's ordinary shares on the Tokyo Stock Exchange on 23 April 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥668. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The Company obtained an opinion of support from the Compensation Advisory Committee.
Impact on Business Performance
The impact of this matter on business performance is Not disclosed
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 of22,000 common shares of the Company (treasury shares)
Issue price and disposal price¥668 per share
Total issue value¥14,696,000
Payment date18 May 2026
Intended allotteeName 4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members / Number of Shares 22,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The intended holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's ordinary shares on the Tokyo Stock Exchange on 23 April 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥668. No discount or premium was applied.
Transfer restriction periodFrom 18 May 2026 to 17 May 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in one of the positions of director or employee of the Company or a wholly owned subsidiary designated by the Company's Board of Directors during the transfer restriction period, all transfer restrictions on the allocated shares held at the end of the period will be lifted. In the event of resignation or retirement for a legitimate reason, such as the expiration of the recipient's term of office, or in the event of death, the restrictions will be lifted at the prescribed time.
Reason for acquisition without considerationIf the recipient resigns or retires from both the position of director and the position of employee of the Company and of a wholly owned subsidiary designated by the Company's Board of Directors before the end of the transfer restriction period, the Company will acquire the allocated shares without consideration, except in specified circumstances. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit & Supervisory Committee members), allocated 22,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥14,696,000. The total annual amount of compensation, etc. relating to share-based compensation is capped at ¥100 million.
Stock Split RatioA 1-for-2 share split (the upper limit on the number of shares granted as share-based compensation was adjusted from 30,000 to 60,000 shares). Effective date: Not disclosed
Procedures under the Corporate Code of ConductThe Company obtained an opinion of support from the Compensation Advisory Committee.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Ultrafabrics Holdings Co.,Ltd. (4235) timely disclosure | Komori