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

Notice Regarding the Disposal of Treasury Shares Under the Post-Delivery Restricted Stock Unit Grant Plan

Upon the vesting of RSUs, the Company will deliver 53,400 treasury shares it holds to directors and employees of the Company and its subsidiaries. This is share-based compensation through the disposal of treasury shares, not the issuance of new shares.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
53400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under the restricted stock unit grant plan

Who receives how much53,400Shares

53,400 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members)2 / 20,000 shares
Employees of the Company1 / 3,000 shares
Directors of subsidiaries of the Company4 / 24,400 shares
Employees of the Company’s subsidiaries4 / 6,000 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.

¥673 per share
Total issue value

¥35,938,200

Amount of funds to be raised
Total payment: ¥35,938,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The total amount of monetary compensation claims relating to RSUs is capped at ¥100 million per year, excluding the salary portion for employees. RSUs granted to directors are capped at the equivalent of 30,000 shares per fiscal year, adjusted to the equivalent of 60,000 shares due to the stock split.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase.

Less than 25% (no change in the controlling shareholder)

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
The vesting date will be the date after the lapse of a 3-year period.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director or employee of the Company or one of the Company's wholly owned subsidiaries designated by the Company's Board of Directors throughout the vesting determination period. If the recipient retires or resigns for a legitimate reason, the number of shares to be delivered or the cash amount will be reasonably adjusted as necessary.
Categories and Number of Persons Covered
2 directors of the Company (excluding directors who are Audit and Supervisory Committee members), 20,000 shares; 1 employee of the Company, 3,000 shares; 4 directors of the Company's subsidiaries, 24,400 shares; 4 employees of the Company's subsidiaries, 6,000 shares
Payment date
18 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 May 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥673. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under the restricted stock unit grant plan
Number of shares to be issued or disposed of53,400 common shares of the Company (treasury shares)
Issue price and disposal price¥673 per share
Total issue value¥35,938,200
Amount of funds to be raisedTotal payment: ¥35,938,200; estimated net proceeds: Not disclosed
Payment date18 June 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 2 / Number of Shares 20,000 shares, Name Employees of the Company / Number of Employees 1 / Number of Shares 3,000 shares, Name Directors of subsidiaries of the Company / Number of Employees 4 / Number of Shares 24,400 shares, Name Employees of the Company’s subsidiaries / Number of Employees 4 / Number of Shares 6,000 shares
Dilution RateLess than 25% (no change in the controlling shareholder)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 May 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥673. No discount or premium applies.
Transfer restriction periodThe vesting date will be the date after the lapse of a 3-year period.
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director or employee of the Company or one of the Company's wholly owned subsidiaries designated by the Company's Board of Directors throughout the vesting determination period. If the recipient retires or resigns for a legitimate reason, the number of shares to be delivered or the cash amount will be reasonably adjusted as necessary.
Categories and Number of Persons Covered2 directors of the Company (excluding directors who are Audit and Supervisory Committee members), 20,000 shares; 1 employee of the Company, 3,000 shares; 4 directors of the Company's subsidiaries, 24,400 shares; 4 employees of the Company's subsidiaries, 6,000 shares
Total Stock-Based CompensationThe total amount of monetary compensation claims relating to RSUs is capped at ¥100 million per year, excluding the salary portion for employees. RSUs granted to directors are capped at the equivalent of 30,000 shares per fiscal year, adjusted to the equivalent of 60,000 shares due to the stock split.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationUnderwriter / 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.

The RSUs granted in May 2023 have vested, and shares will therefore be delivered to the eligible recipients under the program.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares Under the Post-Delivery Restricted Stock Unit Grant Plan | Ultrafabrics Holdings Co.,Ltd. (4235) timely disclosure | Komori