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Share Issuance and Disposal5482AICHI STEEL CORPORATIONIron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 11,933 treasury shares to 4 directors and 4 executive officers as restricted stock compensation. The shares will be subject to transfer restrictions until the recipients retire or leave their positions.

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Neutral
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Scale
11933
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,933Shares

11,933 treasury shares

The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members4 / 9,192 shares
The company's executive officers who do not concurrently serve as directors4 / 2,741 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.

¥3,115 per share
Total issue value

¥37,171,295

Total Stock-Based Compensation
Monetary claims totaling ¥37,171,295. The annual limit on monetary claims under the plan is ¥50 million.
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
From 15 July 2026 until immediately after the recipient retires or leaves any position as a director of the company, an executive officer who does not concurrently serve as a director, or any other equivalent position
Conditions for lifting transfer restrictions
Provided that the eligible directors and other recipients continuously hold the prescribed positions during the transfer restriction period, the transfer restrictions on all shares will be lifted when the transfer restriction period expires. If a recipient retires or leaves a position upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement or departure.
Reason for acquisition without consideration
The company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted. 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
4 directors of the company, excluding outside directors and directors serving as Audit and Supervisory Committee members, 9,192 shares; 4 executive officers of the company who do not concurrently serve as directors, 2,741 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period will run from 15 July 2026 until immediately after the recipient retires or leaves the applicable position.
Payment date
15 July 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 15 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,115. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 122nd Annual General Meeting of Shareholders held on 16 June 2026, approval was obtained for the monetary compensation and the transfer restriction period.
Impact on Business Performance
No information was provided regarding the impact of this disposal of treasury shares on operating results.
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 of11,933 treasury shares
Issue price and disposal price¥3,115 per share
Total issue value¥37,171,295
Payment date15 July 2026
Intended allotteeName The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 4 / Number of Shares 9,192 shares, Name The company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of Shares 2,741 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period will run from 15 July 2026 until immediately after the recipient retires or leaves the applicable position.
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 Prime Market on 15 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,115. No discount or premium was stated.
Transfer restriction periodFrom 15 July 2026 until immediately after the recipient retires or leaves any position as a director of the company, an executive officer who does not concurrently serve as a director, or any other equivalent position
Conditions for lifting transfer restrictionsProvided that the eligible directors and other recipients continuously hold the prescribed positions during the transfer restriction period, the transfer restrictions on all shares will be lifted when the transfer restriction period expires. If a recipient retires or leaves a position upon expiration of the term of office, reaching mandatory retirement age or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement or departure.
Reason for acquisition without considerationThe company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the transfer restrictions are lifted. 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 Covered4 directors of the company, excluding outside directors and directors serving as Audit and Supervisory Committee members, 9,192 shares; 4 executive officers of the company who do not concurrently serve as directors, 2,741 shares
Total Stock-Based CompensationMonetary claims totaling ¥37,171,295. The annual limit on monetary claims under the plan is ¥50 million.
Procedures under the Corporate Code of ConductAt the 122nd Annual General Meeting of Shareholders held on 16 June 2026, approval was obtained for the monetary compensation and the transfer restriction period.
Impact on Business PerformanceNo information was provided regarding the impact of this disposal of treasury shares on operating results.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 directors and others with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AICHI STEEL CORPORATION (5482) timely disclosure | Komori