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Share Issuance and Disposal4935LIBERTA CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 83,500 treasury shares as restricted stock compensation to 9 directors of the Company and its subsidiary. The shares generally may not be transferred for up to 30 years and will be acquired without consideration if certain retirement or violation-related events occur.

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Neutral
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Scale
83500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much83,500Shares

83,500 shares of the Company's common stock (treasury shares)

2 directors of the Company (excluding outside directors)26,800 shares
7 directors of the Company's subsidiary (excluding outside directors)56,700 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.

¥270 per share
Total issue value

¥22,545,000

Amount of funds to be raised
Total monetary receivables of ¥22,545,000 (as the shares will be disposed of through an in-kind contribution, the approximate net proceeds are Not disclosed)
Total Stock-Based Compensation
Total monetary receivables of ¥22,545,000
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 2 directors of the Company and 6 directors of the Company's subsidiary, from 24 April 2026 through 23 April 2056 (30 years). For 1 director of the Company's subsidiary, from 24 April 2026 through 15 February 2027 (9 months and 23 days).
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions throughout the transfer restriction period: director, executive officer, executive officer not concurrently serving as a director, audit & supervisory board member, employee or any equivalent position of the Company or its subsidiary, all of the restricted shares will be released from the transfer restrictions when the transfer restriction period expires. In the event of retirement for a legitimate reason, the transfer restrictions will be released immediately after retirement for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
If the recipient retires voluntarily during the transfer restriction period, commits an act in violation of laws or regulations, or becomes subject to any other specified event stipulated in the share allocation agreement. Shares whose transfer restrictions have not been released when the transfer restriction period expires or at the time of release will also be acquired without consideration.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors): 26,800 shares; 7 directors of the Company's subsidiary (excluding outside directors): 56,700 shares
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of ¥270 for the Company's common stock on the Tokyo Stock Exchange Standard Market on 26 March 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Deliberation by the Nominating and Compensation Committee was completed.
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 of83,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥270 per share
Total issue value¥22,545,000
Amount of funds to be raisedTotal monetary receivables of ¥22,545,000 (as the shares will be disposed of through an in-kind contribution, the approximate net proceeds are Not disclosed)
Payment date24 April 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 26,800 shares, Name 7 directors of the Company's subsidiary (excluding outside directors) / Number of Shares 56,700 shares
Intended allottee's holding policyDuring the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of ¥270 for the Company's common stock on the Tokyo Stock Exchange Standard Market on 26 March 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Transfer restriction periodFor 2 directors of the Company and 6 directors of the Company's subsidiary, from 24 April 2026 through 23 April 2056 (30 years). For 1 director of the Company's subsidiary, from 24 April 2026 through 15 February 2027 (9 months and 23 days).
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions throughout the transfer restriction period: director, executive officer, executive officer not concurrently serving as a director, audit & supervisory board member, employee or any equivalent position of the Company or its subsidiary, all of the restricted shares will be released from the transfer restrictions when the transfer restriction period expires. In the event of retirement for a legitimate reason, the transfer restrictions will be released immediately after retirement for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationIf the recipient retires voluntarily during the transfer restriction period, commits an act in violation of laws or regulations, or becomes subject to any other specified event stipulated in the share allocation agreement. Shares whose transfer restrictions have not been released when the transfer restriction period expires or at the time of release will also be acquired without consideration.
Categories and Number of Persons Covered2 directors of the Company (excluding outside directors): 26,800 shares; 7 directors of the Company's subsidiary (excluding outside directors): 56,700 shares
Total Stock-Based CompensationTotal monetary receivables of ¥22,545,000
Procedures under the Corporate Code of ConductDeliberation by the Nominating and Compensation Committee was completed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 provide an incentive for the sustainable enhancement of corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | LIBERTA CO.,LTD. (4935) timely disclosure | Komori