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Share Issuance and Disposal4911Shiseido Company,LimitedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares under a Performance-Linked Share Compensation Plan as Long-Term Incentive Compensation

The Company has decided to deliver 63,911 treasury shares to directors, executive officers and employees of the Company and its subsidiaries as performance-linked long-term incentive compensation. In addition to the shares, a total of ¥85,171,923 in cash will be paid to 196 eligible individuals who meet certain requirements.

Worth reading
52Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
63911
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under a performance-linked equity compensation plan

Who receives how much63,911Shares

63,911 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors) or executive officers to whom this plan was applied as compensation for FY202316 / 18,996 shares
Officers of the Company's subsidiaries to whom this plan was applied as compensation for FY20234 / 6,613 shares
Employees of the Company to whom this plan was applied as of June 2024177 / 14,844 shares
Employees of the Company's subsidiaries to whom this plan was applied as of June 202449 / 23,458 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.

¥2,986.5 per share
Total issue value

¥190,870,202

Amount of funds to be raised
Total amount paid: ¥190,870,202; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥190,870,202
発行済株式総数

0.02% (as of 31 December 2025, as a percentage of the total number of issued shares excluding treasury shares)

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.

Categories and Number of Persons Covered
16 directors of the Company (excluding outside directors) or executive officers, 18,996 shares, 4 officers of the Company's subsidiaries, 6,613 shares, 177 employees of the Company, 14,844 shares, 49 employees of the Company's subsidiaries, 23,458 shares
Reason for acquisition without consideration
In certain cases, including serious misconduct, the Company may reduce the number of share units or receive their return
Payment date
15 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 18 May 2026 was ¥2,986.5. This represented a deviation of -5.85% from the one-month average of ¥3,172, -5.68% from the three-month average of ¥3,166, and 5.46% from the six-month average of ¥2,832
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under a performance-linked equity compensation plan
Number of shares to be issued or disposed of63,911 common shares of the Company (treasury shares)
Issue price and disposal price¥2,986.5 per share
Total issue value¥190,870,202
Amount of funds to be raisedTotal amount paid: ¥190,870,202; estimated net proceeds: Not disclosed
Payment date15 June 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) or executive officers to whom this plan was applied as compensation for FY2023 / Number of Employees 16 / Number of Shares 18,996 shares, Category Officers of the Company's subsidiaries to whom this plan was applied as compensation for FY2023 / Number of Employees 4 / Number of Shares 6,613 shares, Category Employees of the Company to whom this plan was applied as of June 2024 / Number of Employees 177 / Number of Shares 14,844 shares, Category Employees of the Company's subsidiaries to whom this plan was applied as of June 2024 / Number of Employees 49 / Number of Shares 23,458 shares
Dilution Rate0.02% (as of 31 December 2025, as a percentage of the total number of issued shares excluding treasury shares)
Total number of issued sharesAs this is a disposition of treasury shares, the total number of issued shares will not increase. The specific numbers of shares before and after the disposition are Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 18 May 2026 was ¥2,986.5. This represented a deviation of -5.85% from the one-month average of ¥3,172, -5.68% from the three-month average of ¥3,166, and 5.46% from the six-month average of ¥2,832
Reason for acquisition without considerationIn certain cases, including serious misconduct, the Company may reduce the number of share units or receive their return
Categories and Number of Persons Covered16 directors of the Company (excluding outside directors) or executive officers, 18,996 shares, 4 officers of the Company's subsidiaries, 6,613 shares, 177 employees of the Company, 14,844 shares, 49 employees of the Company's subsidiaries, 23,458 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥190,870,202
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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 deliver the Company's common shares as compensation to eligible officers and employees based on the achievement rate of performance metrics and other factors during the evaluation period from 1 January 2023 to 31 December 2025. The purpose is to motivate the creation of long-term corporate value and align the interests of eligible individuals with those of shareholders.

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Notice Concerning the Disposal of Treasury Shares under a Performance-Linked Share Compensation Plan as Long-Term Incentive Compensation | Shiseido Company,Limited (4911) timely disclosure | Komori