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Share Issuance and Disposal5463Maruichi Steel Tube Ltd.Iron & Steel, Nonferrous Metals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Other Officers

The Company has resolved to dispose of 285,100 treasury shares as restricted stock compensation for its directors, employees and subsidiary employees. RS and PSUs will be granted to directors, and RS will be granted to employees.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

285,100 common shares of the Company (275,200 RS shares and 9,900 PSU shares)

Directors of the Company, excluding outside directors and non-executive directors3 / 25,600 shares (RS and PSUs)
The Company's employees61 / 241,500 shares (RS only)
Employees of the company's subsidiaries4 / 18,000 shares (RS only)

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.

¥1,931.5 per share
Total issue value

¥550,670,650

Amount of funds to be raised
Total amount paid: ¥550,670,650; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥531,548,800 (¥30,324,550 for directors' RS, ¥466,457,250 for employees, ¥34,767,000 for subsidiary employees, and ¥19,121,850 for directors' PSUs)
発行済株式総数

The total number of issued shares will not increase because 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
Directors receiving RS: 50 years, from 6 August 2026 to 6 August 2076. Employees receiving RS: from 6 August 2026 until they cease to be employees of the Company or its subsidiaries or directors of a subsidiary of the Company. Directors receiving PSUs: from 6 August 2026 until immediately after they retire from their position as a director of the Company.
Conditions for lifting transfer restrictions
Directors receiving RS: The director must remain in office throughout the restricted period. If the director retires due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted immediately thereafter. Employees receiving RS: The restrictions will be lifted when the recipient ceases to hold the relevant position due to mandatory retirement, expiration of the term of employment, death, or another reason deemed legitimate by the Representative Director. Directors receiving PSUs: The restrictions will be lifted at the prescribed time upon retirement. In the event of a corporate reorganization or similar event, the restrictions will be lifted by resolution of the Board of Directors.
Reason for acquisition without consideration
Upon or immediately after the expiration of the restricted period, the Company will acquire without consideration any shares for which the restrictions have not been lifted.
Stock Split RatioThe number of shares into which one share will be split is Not disclosed. Effective date: 1 October 2025.
Categories and Number of Persons Covered
3 directors of the Company: 25,600 shares; 61 employees of the Company: 241,500 shares; 4 employees of the Company's subsidiaries: 18,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 6 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,931.5. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the annual general meetings of shareholders held on 25 June 2019 and 24 June 2022, approval was obtained for the compensation framework, restricted periods, number of shares and other matters. This disposal was resolved at a meeting of the Board of Directors held on 7 July 2026.
Impact on Business Performance
The impact on business performance is Not 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 of285,100 common shares of the Company (275,200 RS shares and 9,900 PSU shares)
Issue price and disposal price¥1,931.5 per share
Total issue value¥550,670,650
Amount of funds to be raisedTotal amount paid: ¥550,670,650; estimated net proceeds: Not disclosed
Payment date6 August 2026
Intended allotteeName Directors of the Company, excluding outside directors and non-executive directors / Number of Employees 3 / Number of Shares 25,600 shares (RS and PSUs), Name The Company's employees / Number of Employees 61 / Number of Shares 241,500 shares (RS only), Name Employees of the company's subsidiaries / Number of Employees 4 / Number of Shares 18,000 shares (RS only)
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Total number of issued sharesThe total number of issued shares will not increase because 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 Tokyo Stock Exchange on 6 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,931.5. No discount or premium applies.
Transfer restriction periodDirectors receiving RS: 50 years, from 6 August 2026 to 6 August 2076. Employees receiving RS: from 6 August 2026 until they cease to be employees of the Company or its subsidiaries or directors of a subsidiary of the Company. Directors receiving PSUs: from 6 August 2026 until immediately after they retire from their position as a director of the Company.
Conditions for lifting transfer restrictionsDirectors receiving RS: The director must remain in office throughout the restricted period. If the director retires due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted immediately thereafter. Employees receiving RS: The restrictions will be lifted when the recipient ceases to hold the relevant position due to mandatory retirement, expiration of the term of employment, death, or another reason deemed legitimate by the Representative Director. Directors receiving PSUs: The restrictions will be lifted at the prescribed time upon retirement. In the event of a corporate reorganization or similar event, the restrictions will be lifted by resolution of the Board of Directors.
Reason for acquisition without considerationUpon or immediately after the expiration of the restricted period, the Company will acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered3 directors of the Company: 25,600 shares; 61 employees of the Company: 241,500 shares; 4 employees of the Company's subsidiaries: 18,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥531,548,800 (¥30,324,550 for directors' RS, ¥466,457,250 for employees, ¥34,767,000 for subsidiary employees, and ¥19,121,850 for directors' PSUs)
Stock Split RatioThe number of shares into which one share will be split is Not disclosed. Effective date: 1 October 2025.
Procedures under the Corporate Code of ConductAt the annual general meetings of shareholders held on 25 June 2019 and 24 June 2022, approval was obtained for the compensation framework, restricted periods, number of shares and other matters. This disposal was resolved at a meeting of the Board of Directors held on 7 July 2026.
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, share value with shareholders, share the Company's principles and vision with employees and others and deepen their engagement, achieve performance targets, and improve performance over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Other Officers | Maruichi Steel Tube Ltd. (5463) timely disclosure | Komori