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Share Issuance and Disposal5541PACIFIC METALS CO.,LTD.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,795 treasury shares as restricted stock compensation for 4 directors. The disposal price is ¥2,215 per share, for a total disposal value of ¥17,265,925.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,795Shares

7,795 shares of the Company's common stock (treasury shares)

4 directors of the Company, excluding outside directors; 7,795 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,215 per share
Amount of funds to be raised

Total payment amount: ¥17,265,925 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary receivables: ¥17,265,925. The compensation framework provides for an annual limit of ¥70 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 23 July 2026 to 22 July 2076 (50 years)
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds the position of director of the Company throughout the transfer restriction period, all restrictions will be lifted upon expiry of the period. If the director retires upon expiry of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted immediately after retirement for the number of shares calculated by multiplying the shares held by the ratio corresponding to the number of months in office.
Reason for acquisition without consideration
If the eligible director retires before the end of the transfer restriction period without a legitimate reason, if the transfer restrictions are not lifted, or if the director falls under certain other circumstances stipulated in the allocation agreement, including a violation of laws or regulations, the Company will acquire without consideration all of the allocated shares or the shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 7,795 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,215. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results 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 of7,795 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,215 per share
Amount of funds to be raisedTotal payment amount: ¥17,265,925 (estimated net proceeds: Not disclosed)
Payment date23 July 2026
Intended allottee4 directors of the Company, excluding outside directors; 7,795 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account opened with Nomura Securities Co., Ltd.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,215. No discount or premium rate was stated.
Transfer restriction periodFrom 23 July 2026 to 22 July 2076 (50 years)
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds the position of director of the Company throughout the transfer restriction period, all restrictions will be lifted upon expiry of the period. If the director retires upon expiry of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted immediately after retirement for the number of shares calculated by multiplying the shares held by the ratio corresponding to the number of months in office.
Reason for acquisition without considerationIf the eligible director retires before the end of the transfer restriction period without a legitimate reason, if the transfer restrictions are not lifted, or if the director falls under certain other circumstances stipulated in the allocation agreement, including a violation of laws or regulations, the Company will acquire without consideration all of the allocated shares or the shares for which the restrictions are not lifted.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 7,795 shares
Total Stock-Based CompensationTotal monetary receivables: ¥17,265,925. The compensation framework provides for an annual limit of ¥70 million.
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Total issue valueEstimated 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 with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PACIFIC METALS CO.,LTD. (5541) timely disclosure | Komori