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Share Issuance and Disposal5233TAIHEIYO CEMENT CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Taiheiyo Cement Corporation resolved to dispose of 18,207 treasury shares as restricted stock compensation to 6 directors and 5 executive officers holding titles. The total disposal value is ¥71,389,647, and the shares may not be transferred until certain conditions are met, such as the recipient’s retirement.

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18207
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数18,207Shares

18,207 common shares of the Company (treasury shares)

Intended allottee
Name 6 directors (excluding outside directors) / Number of Shares Not disclosed, Name 5 executive officers holding titles (excluding non-residents of Japan) / Number of Shares Not disclosed
¥3,921 per share
Total issue value

¥71,389,647

Amount of funds to be raised
Total amount paid in: ¥71,389,647. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥71,389,647. The annual cap on monetary compensation receivables granted to eligible directors is ¥200 million.
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 18 August 2026 until the date of retirement or other departure. If the recipient retires or otherwise departs before three months have elapsed after the end of the fiscal year containing the payment date, the period runs until the date three months after the end of that fiscal year.
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible director or other eligible person’s retirement or other departure is for a reason deemed legitimate by the Company’s Board of Directors. In the event of certain reorganizations or other similar events, the restrictions will be lifted on a number of shares reasonably determined by resolution of the Board of Directors.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restricted transfer period expires, any shares corresponding to the recipient’s retirement or other departure during the period of service, and any other shares whose restrictions have not been lifted if the recipient falls under certain circumstances stipulated in the relevant allocation agreement, including misconduct.
Categories and Number of Persons Covered
6 directors (excluding outside directors) and 5 executive officers holding titles (excluding non-residents of Japan), for a total of 18,207 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The restricted transfer period runs from 18 August 2026 until the date of retirement or other departure, or, in certain cases, until the date three months after the end of the fiscal year.
Payment date
18 August 2026
Basis for determining the amount to be paid
The closing price of ¥3,921 on the business day immediately preceding the date of the Board of Directors’ resolution, 17 July 2026. No discount or premium rate is disclosed.
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 of18,207 common shares of the Company (treasury shares)
Issue price and disposal price¥3,921 per share
Total issue value¥71,389,647
Amount of funds to be raisedTotal amount paid in: ¥71,389,647. Estimated net proceeds: Not disclosed
Payment date18 August 2026
Intended allotteeName 6 directors (excluding outside directors) / Number of Shares Not disclosed, Name 5 executive officers holding titles (excluding non-residents of Japan) / Number of Shares Not disclosed
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The restricted transfer period runs from 18 August 2026 until the date of retirement or other departure, or, in certain cases, until the date three months after the end of the fiscal year.
Basis for determining the amount to be paidThe closing price of ¥3,921 on the business day immediately preceding the date of the Board of Directors’ resolution, 17 July 2026. No discount or premium rate is disclosed.
Transfer restriction periodFrom 18 August 2026 until the date of retirement or other departure. If the recipient retires or otherwise departs before three months have elapsed after the end of the fiscal year containing the payment date, the period runs until the date three months after the end of that fiscal year.
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible director or other eligible person’s retirement or other departure is for a reason deemed legitimate by the Company’s Board of Directors. In the event of certain reorganizations or other similar events, the restrictions will be lifted on a number of shares reasonably determined by resolution of the Board of Directors.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted when the restricted transfer period expires, any shares corresponding to the recipient’s retirement or other departure during the period of service, and any other shares whose restrictions have not been lifted if the recipient falls under certain circumstances stipulated in the relevant allocation agreement, including misconduct.
Categories and Number of Persons Covered6 directors (excluding outside directors) and 5 executive officers holding titles (excluding non-residents of Japan), for a total of 18,207 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥71,389,647. The annual cap on monetary compensation receivables granted to eligible directors is ¥200 million.
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 provide an incentive to continuously enhance corporate value and promote the sharing of value between directors and shareholders. The decision also took into account the purpose of the plan, the Company’s performance, the scope of responsibilities of each eligible director and other eligible person, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAIHEIYO CEMENT CORPORATION (5233) timely disclosure | Komori