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Share Issuance and Disposal4985Earth CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 71,700 treasury shares to 51 eligible recipients as restricted stock compensation. The recipients are directors and executive officers of the Company and its subsidiaries, and the shares may not be transferred for a specified period.

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71700
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much71,700Shares

71,700 shares of the Company's common stock (treasury shares)

5 directors of the Company, excluding outside directors27,500 shares
5 executive officers with titles of the Company13,000 shares
26 executive officers of the Company who do not concurrently serve as directors12,800 shares
15 directors of the Company's subsidiaries18,400 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.

¥4,760 per share
Total issue value

¥341,292,000

Amount of funds to be raised
As aggregate monetary claims totaling ¥341,292,000 will be contributed in kind, there will be no cash payment or estimated net proceeds.
Total Stock-Based Compensation
Aggregate monetary claims of ¥341,292,000
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
From 24 April 2026 until immediately after the recipient retires or resigns from a designated position or equivalent position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the restriction period, provided that the recipient continuously holds a designated position or equivalent position at the Company or one of its subsidiaries throughout the service period. If the recipient retires or resigns upon expiry of a term of office, reaching the mandatory retirement age, or for another legitimate reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 27,500 shares, Category Executive officers of the Company with titles / Number of Employees 5 / Number of allocated shares 13,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 26 / Number of allocated shares 12,800 shares, Category Directors of the Company's subsidiaries / Number of Employees 15 / Number of allocated shares 18,400 shares
Intended allottee's holding policy
For a specified period, the recipients will be prohibited from transferring the restricted stock to third parties, creating security interests over it, or otherwise disposing of it. During the restriction period, the shares will be managed in dedicated accounts.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,760. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
Approval of the scheme and compensation framework was obtained at the 98th Annual General Meeting of Shareholders held on 25 March 2022 and the 99th Annual General Meeting of Shareholders held on 24 March 2023.
Impact on Business Performance
No information was provided regarding the impact of this matter on business performance.
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 of71,700 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,760 per share
Total issue value¥341,292,000
Amount of funds to be raisedAs aggregate monetary claims totaling ¥341,292,000 will be contributed in kind, there will be no cash payment or estimated net proceeds.
Payment date24 April 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 27,500 shares, Name 5 executive officers with titles of the Company / Number of Shares 13,000 shares, Name 26 executive officers of the Company who do not concurrently serve as directors / Number of Shares 12,800 shares, Name 15 directors of the Company's subsidiaries / Number of Shares 18,400 shares
Intended allottee's holding policyFor a specified period, the recipients will be prohibited from transferring the restricted stock to third parties, creating security interests over it, or otherwise disposing of it. During the restriction period, the shares will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,760. No discount or premium is stated.
Transfer restriction periodFrom 24 April 2026 until immediately after the recipient retires or resigns from a designated position or equivalent position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the restriction period, provided that the recipient continuously holds a designated position or equivalent position at the Company or one of its subsidiaries throughout the service period. If the recipient retires or resigns upon expiry of a term of office, reaching the mandatory retirement age, or for another legitimate reason, the restrictions will be lifted immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the restriction period, the recipient engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 27,500 shares, Category Executive officers of the Company with titles / Number of Employees 5 / Number of allocated shares 13,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 26 / Number of allocated shares 12,800 shares, Category Directors of the Company's subsidiaries / Number of Employees 15 / Number of allocated shares 18,400 shares
Total Stock-Based CompensationAggregate monetary claims of ¥341,292,000
Procedures under the Corporate Code of ConductApproval of the scheme and compensation framework was obtained at the 98th Annual General Meeting of Shareholders held on 25 March 2022 and the 99th Annual General Meeting of Shareholders held on 24 March 2023.
Impact on Business PerformanceNo information was provided regarding the impact of this matter on business performance.
Items this document does not state (12)
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 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.

To provide the eligible recipients with a medium- to long-term incentive and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Earth Corporation (4985) timely disclosure | Komori