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Share Issuance and Disposal5101The Yokohama Rubber Company,LimitedAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Yokohama Rubber Co., Ltd. resolved to dispose of 44,922 treasury shares as restricted stock compensation to a total of 41 directors, executive officers and councillors. The shares will be subject to transfer restrictions for 30 years, which will be lifted if certain continued-service conditions are met.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
44922
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much44,922Shares

44,922 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)5 / 22,973 shares
The Company's executive officers15 / 15,212 shares
The Company's councilors21 / 6,737 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.

¥6,313 per share
Total issue value

¥283,592,586

Amount of funds to be raised
No cash proceeds will be received by the Company because monetary compensation claims totaling ¥283,592,586 will be contributed in kind. Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation claims totaling ¥283,592,586 (the annual compensation limit for directors is ¥300 million or less)
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 May 2026 to 21 May 2056)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted at the end of the period for all shares held at that time, provided that the recipient continuously holds one of the positions of director, executive officer, councillor or employee through the date of the first ensuing annual general meeting after 22 May 2026. If the recipient leaves office or employment for a justifiable reason, the restrictions will be lifted for a number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if the recipient leaves office or employment without a justifiable reason before the date of the first ensuing annual general meeting, or if the transfer restrictions have not been lifted at the end of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors, 22,973 shares; 15 executive officers, 15,212 shares; 21 councillors, 6,737 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 22 May 2026 to 21 May 2056.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 April 2026, ¥6,313. No discount or premium applies.
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 of44,922 common shares of the Company (treasury shares)
Issue price and disposal price¥6,313 per share
Total issue value¥283,592,586
Amount of funds to be raisedNo cash proceeds will be received by the Company because monetary compensation claims totaling ¥283,592,586 will be contributed in kind. Approximate net proceeds: Not disclosed
Payment date22 May 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 5 / Number of Shares 22,973 shares, Name The Company's executive officers / Number of Employees 15 / Number of Shares 15,212 shares, Name The Company's councilors / Number of Employees 21 / Number of Shares 6,737 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The transfer restriction period runs from 22 May 2026 to 21 May 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 April 2026, ¥6,313. No discount or premium applies.
Transfer restriction period30 years (22 May 2026 to 21 May 2056)
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted at the end of the period for all shares held at that time, provided that the recipient continuously holds one of the positions of director, executive officer, councillor or employee through the date of the first ensuing annual general meeting after 22 May 2026. If the recipient leaves office or employment for a justifiable reason, the restrictions will be lifted for a number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will acquire the shares without consideration if the recipient leaves office or employment without a justifiable reason before the date of the first ensuing annual general meeting, or if the transfer restrictions have not been lifted at the end of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors, 22,973 shares; 15 executive officers, 15,212 shares; 21 councillors, 6,737 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥283,592,586 (the annual compensation limit for directors is ¥300 million or less)
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | The Yokohama Rubber Company,Limited (5101) timely disclosure | Komori