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Share Issuance and Disposal5013Yushiro Inc.Energy Resources

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,100 treasury shares as restricted stock compensation to 11 directors and executive officers. The disposal price is ¥3,000 per share, for a total amount of ¥39.3 million.

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Direction
Neutral
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Scale
13100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,100Shares

13,100 treasury shares

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors9,600 shares
7 Executive Officers who do not concurrently serve as Directors3,500 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.

¥3,000 per share
Total issue value

¥39,300,000

Amount of funds to be raised
Total monetary compensation claims contributed in kind: ¥39,300,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥39,300,000
発行済株式総数

No increase, as this is a disposal of treasury shares

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
30 years (22 July 2026 to 21 July 2056)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds, for legitimate reasons, one of the following positions during the transfer restriction period: director of the Company, executive officer who does not concurrently serve as a director, or employee of the Company, all transfer restrictions will be lifted upon expiration of the period. In the event of departure from office or employment due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions on the number of shares corresponding to the period of service will be lifted immediately after the departure.
Reason for acquisition without consideration
The Company will acquire without consideration any of the shares granted under this allocation whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 9,600 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 3,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 22 July 2026 to 21 July 2056.
Payment date
22 July 2026
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 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,000. There was no discount or premium.
Procedures under the Corporate Code of Conduct
At the 87th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for this plan, monetary compensation claims of up to ¥60 million per year, and a transfer restriction period of 30 years, among other matters.
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 of13,100 treasury shares
Issue price and disposal price¥3,000 per share
Total issue value¥39,300,000
Amount of funds to be raisedTotal monetary compensation claims contributed in kind: ¥39,300,000; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeName 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 9,600 shares, Name 7 Executive Officers who do not concurrently serve as Directors / Number of Shares 3,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 22 July 2026 to 21 July 2056.
Total number of issued sharesNo increase, as this is a disposal of treasury shares
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 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,000. There was no discount or premium.
Transfer restriction period30 years (22 July 2026 to 21 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds, for legitimate reasons, one of the following positions during the transfer restriction period: director of the Company, executive officer who does not concurrently serve as a director, or employee of the Company, all transfer restrictions will be lifted upon expiration of the period. In the event of departure from office or employment due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions on the number of shares corresponding to the period of service will be lifted immediately after the departure.
Reason for acquisition without considerationThe Company will acquire without consideration any of the shares granted under this allocation whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 9,600 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 7 / Number of allocated shares 3,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥39,300,000
Procedures under the Corporate Code of ConductAt the 87th Annual General Meeting of Shareholders held on 24 June 2020, approval was obtained for this plan, monetary compensation claims of up to ¥60 million per year, and a transfer restriction period of 30 years, among other matters.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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.

The purpose is to provide an incentive to achieve sustained growth in corporate value and promote the sharing of value with shareholders. The measure also aims to further increase motivation, taking into consideration the Company's business performance and the scope of responsibilities of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yushiro Inc. (5013) timely disclosure | Komori