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Share Issuance and Disposal4531Yuki Gosei Kogyo Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 25,325 treasury shares to 7 directors and executive officers and 27,406 treasury shares to 31 employees as restricted stock compensation. The total number of shares to be disposed of is 52,731, and the total disposal value is ¥18,244,926.

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52731
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

25,325 shares of the Company's common stock (for directors and executive officers), 27,406 shares (for employees), total 52,731 shares

3 directors of the Company (excluding directors who are Audit and Supervisory Committee members)15,454 shares
4 executive officers of the Company9,871 shares
31 employees of the Company27,406 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.

¥346 per share
Total issue value

¥8,762,450 (for directors and executive officers), ¥9,482,476 (for employees), total ¥18,244,926

Amount of funds to be raised
Total payment amount: ¥18,244,926; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥18,244,926 (¥8,762,450 for directors and executive officers and ¥9,482,476 for employees). The annual limit on compensation for directors is ¥20 million.
発行済株式総数

The total number of issued shares will not increase

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
For directors and executive officers: from 20 August 2026 until the later of the date on which the recipient retires or leaves office as a director or executive officer of the Company, or the date on which the semiannual report for the relevant fiscal year is filed. For employees: from 30 September 2026 to 29 September 2029.
Conditions for lifting transfer restrictions
For directors and executive officers: continuously holding the position of director or executive officer from the date of the shareholders' meeting held on 20 June 2025 through the date of the annual shareholders' meeting held in the following year. For employees: continuously holding the position of director, executive officer or employee throughout the transfer restriction period. Conditions for lifting the restrictions in the event of retirement or resignation for a valid reason or a corporate reorganization are also prescribed.
Reason for acquisition without consideration
If the recipient retires or leaves the position of director, executive officer or employee before the end of the transfer restriction period without a valid reason, or if any shares remain subject to the restrictions when the transfer restriction period expires
Categories and Number of Persons Covered
3 directors, 15,454 shares; 4 executive officers, 9,871 shares; 31 employees, 27,406 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
20 August 2026 (for directors and executive officers), 30 September 2026 (for employees)
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, ¥346. The price is based on the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 105th Annual General Meeting of Shareholders held on 20 June 2025, approval was obtained for the restricted stock compensation plan for directors and monetary compensation receivables and other items of up to ¥20 million per year.
Impact on Business Performance
The impact of this matter on operating 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 of25,325 shares of the Company's common stock (for directors and executive officers), 27,406 shares (for employees), total 52,731 shares
Issue price and disposal price¥346 per share
Total issue value¥8,762,450 (for directors and executive officers), ¥9,482,476 (for employees), total ¥18,244,926
Amount of funds to be raisedTotal payment amount: ¥18,244,926; estimated net proceeds: Not disclosed
Payment date20 August 2026 (for directors and executive officers), 30 September 2026 (for employees)
Intended allotteeName 3 directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 15,454 shares, Name 4 executive officers of the Company / Number of Shares 9,871 shares, Name 31 employees of the Company / Number of Shares 27,406 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, ¥346. The price is based on the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount or premium.
Transfer restriction periodFor directors and executive officers: from 20 August 2026 until the later of the date on which the recipient retires or leaves office as a director or executive officer of the Company, or the date on which the semiannual report for the relevant fiscal year is filed. For employees: from 30 September 2026 to 29 September 2029.
Conditions for lifting transfer restrictionsFor directors and executive officers: continuously holding the position of director or executive officer from the date of the shareholders' meeting held on 20 June 2025 through the date of the annual shareholders' meeting held in the following year. For employees: continuously holding the position of director, executive officer or employee throughout the transfer restriction period. Conditions for lifting the restrictions in the event of retirement or resignation for a valid reason or a corporate reorganization are also prescribed.
Reason for acquisition without considerationIf the recipient retires or leaves the position of director, executive officer or employee before the end of the transfer restriction period without a valid reason, or if any shares remain subject to the restrictions when the transfer restriction period expires
Categories and Number of Persons Covered3 directors, 15,454 shares; 4 executive officers, 9,871 shares; 31 employees, 27,406 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥18,244,926 (¥8,762,450 for directors and executive officers and ¥9,482,476 for employees). The annual limit on compensation for directors is ¥20 million.
Procedures under the Corporate Code of ConductAt the 105th Annual General Meeting of Shareholders held on 20 June 2025, approval was obtained for the restricted stock compensation plan for directors and monetary compensation receivables and other items of up to ¥20 million per year.
Impact on Business PerformanceThe impact of this matter on operating performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, share value with the recipients, and enhance the awareness and engagement of personnel who will be responsible for future management with respect to medium- to long-term management and the share price.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yuki Gosei Kogyo Co.,Ltd. (4531) timely disclosure | Komori