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Share Issuance and Disposal5542Shinhokoku Material Corp.Iron & Steel, Nonferrous Metals

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

The Company resolved to dispose of 104,400 treasury shares as restricted stock compensation for 6 directors and 102 employees. The payment and disposal date is 2 July 2026, at ¥817 per share.

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104400
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much104,400Shares

104,400 treasury shares

Directors of the company3 / 9,000 shares
Directors of the Company who are Audit and Supervisory Committee members3 / 3,000 shares
The Company's employees102 / 92,400 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.

¥817 per share
Amount of funds to be raised

Total payment amount: ¥85,294,800 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation claims of ¥9,804,000 for the eligible directors and ¥75,490,800 for the eligible employees
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 2 July 2026 to 1 July 2027
Conditions for lifting transfer restrictions
The restricted transfer will lapse when the restricted transfer period expires, provided that the eligible directors and eligible employees have continuously held a position as a director, executive officer or employee of the Company throughout the restricted transfer period. In the event of resignation or retirement for a valid reason, the restriction will be partially lifted in proportion to the number of months of service.
Reason for acquisition without consideration
The Company will automatically acquire, without consideration, any of the shares granted under this allocation for which the restricted transfer has not been lifted, as of the time immediately following the lifting date.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 3 / Number of allocated shares 9,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,000 shares, Category The Company's employees / Number of Employees 102 / Number of allocated shares 92,400 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted transfer period runs from 2 July 2026 to 1 July 2027.
Payment date
2 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 20 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥817. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 85th Annual General Meeting of Shareholders held on 28 March 2018, approval was obtained for the payment of monetary compensation claims and other matters relating to the grant of restricted stock.
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 of104,400 treasury shares
Issue price and disposal price¥817 per share
Amount of funds to be raisedTotal payment amount: ¥85,294,800 (estimated net proceeds: Not disclosed)
Payment date2 July 2026
Intended allotteeCategory Directors of the company / Number of Employees 3 / Number of Shares 9,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 3,000 shares, Category The Company's employees / Number of Employees 102 / Number of Shares 92,400 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted transfer period runs from 2 July 2026 to 1 July 2027.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 20 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥817. No discount or premium rate is stated.
Transfer restriction periodFrom 2 July 2026 to 1 July 2027
Conditions for lifting transfer restrictionsThe restricted transfer will lapse when the restricted transfer period expires, provided that the eligible directors and eligible employees have continuously held a position as a director, executive officer or employee of the Company throughout the restricted transfer period. In the event of resignation or retirement for a valid reason, the restriction will be partially lifted in proportion to the number of months of service.
Reason for acquisition without considerationThe Company will automatically acquire, without consideration, any of the shares granted under this allocation for which the restricted transfer has not been lifted, as of the time immediately following the lifting date.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 3 / Number of allocated shares 9,000 shares, Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,000 shares, Category The Company's employees / Number of Employees 102 / Number of allocated shares 92,400 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥9,804,000 for the eligible directors and ¥75,490,800 for the eligible employees
Procedures under the Corporate Code of ConductAt the 85th Annual General Meeting of Shareholders held on 28 March 2018, approval was obtained for the payment of monetary compensation claims and other matters relating to the grant of restricted stock.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 directors and employees with incentives to achieve sustained growth in corporate value and to promote the sharing of value with shareholders. For employees, the program is also intended as part of the Company's employee benefits.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers | Shinhokoku Material Corp. (5542) timely disclosure | Komori