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Share Issuance and Disposal4623ASAHIPEN CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 49,000 treasury shares to grant restricted stock to eligible employees through the employee stock ownership associations of the Company and its subsidiaries. The actual number of shares disposed of and the total disposal amount will be determined based on the number of employees who agree to participate in the scheme.

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Direction
Neutral
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Scale
49000
shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentive for the employee stock ownership association)

Who receives how much49,000Shares

49,000 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees)

アサヒペン Employee Stock Ownership Association49,000 shares (maximum)

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

¥1,846 per share
Total issue value

¥90,454,000 (maximum)

Amount of funds to be raised
Total payment amount of ¥90,454,000 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary claims of ¥129,220 per eligible employee. The total monetary claims for up to 700 employees will be ¥90,454,000.
Existing Shares and Increase
+1.09%Rate of increase
4,500,000 shares4,549,000Shares

1.09% of the total number of issued shares and 1.44% of the total number of voting rights

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 26 February 2027 to 31 March 2032
Conditions for lifting transfer restrictions
The restrictions will be lifted in full upon expiration of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the restricted period. If the employee leaves the association due to retirement, expiration of the employment term, or another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the prescribed date.
Reason for acquisition without consideration
If, during the restricted period, the eligible employee engages in conduct that violates laws or regulations or otherwise falls under certain circumstances specified in the restricted stock allotment agreement, or if the restrictions are not lifted upon expiration of the restricted period or at another prescribed time.
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries, up to 700 people. 70 shares per person.
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a designated account. Eligible employees may not withdraw their restricted stock holdings until the restrictions are lifted.
Payment date
26 February 2027
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 5 November 2026, ¥1,846. This represents a discount of 0.49% to the one-month average of ¥1,855, a discount of 0.22% to the three-month average of ¥1,850, and a premium of 3.82% to the six-month average of ¥1,778.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members expressed their opinions regarding the legality of the disposal price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentive for the employee stock ownership association)
Number of shares to be issued or disposed of49,000 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees)
Issue price and disposal price¥1,846 per share
Total issue value¥90,454,000 (maximum)
Amount of funds to be raisedTotal payment amount of ¥90,454,000 (maximum); estimated net proceeds Not disclosed
Payment date26 February 2027
Intended allotteeName アサヒペン Employee Stock Ownership Association / Number of Shares 49,000 shares (maximum)
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a designated account. Eligible employees may not withdraw their restricted stock holdings until the restrictions are lifted.
Dilution Rate1.09% of the total number of issued shares and 1.44% of the total number of voting rights
Total number of issued shares4,500,000 shares → 4,549,000 shares (maximum)(1.09%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 5 November 2026, ¥1,846. This represents a discount of 0.49% to the one-month average of ¥1,855, a discount of 0.22% to the three-month average of ¥1,850, and a premium of 3.82% to the six-month average of ¥1,778.
Transfer restriction periodFrom 26 February 2027 to 31 March 2032
Conditions for lifting transfer restrictionsThe restrictions will be lifted in full upon expiration of the restricted period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the restricted period. If the employee leaves the association due to retirement, expiration of the employment term, or another legitimate reason, or becomes a non-resident, the restrictions will be lifted on the prescribed date.
Reason for acquisition without considerationIf, during the restricted period, the eligible employee engages in conduct that violates laws or regulations or otherwise falls under certain circumstances specified in the restricted stock allotment agreement, or if the restrictions are not lifted upon expiration of the restricted period or at another prescribed time.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries, up to 700 people. 70 shares per person.
Total Stock-Based CompensationMonetary claims of ¥129,220 per eligible employee. The total monetary claims for up to 700 employees will be ¥90,454,000.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members expressed their opinions regarding the legality of the disposal price.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 enhance the welfare of eligible employees, support their asset building, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value between eligible employees and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | ASAHIPEN CORPORATION (4623) timely disclosure | Komori