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Share Issuance and Disposal5706Mitsui Kinzoku Company,LimitedIron & Steel, Nonferrous Metals

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 4,959 common shares to 25 directors and executive officers as restricted stock compensation. The total issue amount is ¥174,953,520, comprising compensation subject to continued service requirements and compensation subject to ESG metric requirements.

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174953520
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much4,959Shares

4,959 common shares of the Company (new shares)

4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2,372 shares
6 of the Company's directors who are Audit & Supervisory Committee Members and outside directors370 shares
15 executive officers of the Company who do not concurrently serve as directors, including fellows and managing officers2,217 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.

¥35,280 per share
Total issue value

¥174,953,520

Amount of funds to be raised
Total amount paid: ¥174,953,520; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims of ¥174,953,520 (¥123,303,600 subject to continued service requirements and ¥51,649,920 subject to ESG metric requirements)
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 7 August 2026 until the later of the time immediately following the eligible person's retirement or resignation from any position as a director of the Company, an executive officer who does not concurrently serve as a director, including a fellow or executive fellow, or an employee, or the time immediately following the submission of the semiannual report for the fiscal year that includes the payment date.
Conditions for lifting transfer restrictions
For shares subject to continued service requirements, the recipient must have continuously held the prescribed position throughout the applicable service period. For shares subject to ESG metric requirements, the recipient must also have achieved the ESG metrics (performance targets) determined in advance by the Compensation Committee.
Reason for acquisition without consideration
The Company will acquire without consideration any shares allocated under this arrangement for which the transfer restrictions have not been released at the end of the restricted transfer period or when the transfer restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 2,372 shares, Category Directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 6 / Number of allocated shares 370 shares, Category Executive officers who do not concurrently serve as directors, including fellows and executive fellows / Number of Employees 15 / Number of allocated shares 2,217 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. The restricted shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
7 August 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 13 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥35,280. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Approval of the total remuneration amount, total number of shares and other matters was obtained at the 101st Annual General Meeting of Shareholders held on 26 June 2026 and the 100th Annual General Meeting of Shareholders held on 27 June 2025.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of4,959 common shares of the Company (new shares)
Issue price and disposal price¥35,280 per share
Total issue value¥174,953,520
Amount of funds to be raisedTotal amount paid: ¥174,953,520; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 2,372 shares, Name 6 of the Company's directors who are Audit & Supervisory Committee Members and outside directors / Number of Shares 370 shares, Name 15 executive officers of the Company who do not concurrently serve as directors, including fellows and managing officers / Number of Shares 2,217 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. The restricted shares will be managed in a dedicated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 13 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥35,280. No discount or premium rate is stated.
Transfer restriction periodFrom 7 August 2026 until the later of the time immediately following the eligible person's retirement or resignation from any position as a director of the Company, an executive officer who does not concurrently serve as a director, including a fellow or executive fellow, or an employee, or the time immediately following the submission of the semiannual report for the fiscal year that includes the payment date.
Conditions for lifting transfer restrictionsFor shares subject to continued service requirements, the recipient must have continuously held the prescribed position throughout the applicable service period. For shares subject to ESG metric requirements, the recipient must also have achieved the ESG metrics (performance targets) determined in advance by the Compensation Committee.
Reason for acquisition without considerationThe Company will acquire without consideration any shares allocated under this arrangement for which the transfer restrictions have not been released at the end of the restricted transfer period or when the transfer restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 2,372 shares, Category Directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 6 / Number of allocated shares 370 shares, Category Executive officers who do not concurrently serve as directors, including fellows and executive fellows / Number of Employees 15 / Number of allocated shares 2,217 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥174,953,520 (¥123,303,600 subject to continued service requirements and ¥51,649,920 subject to ESG metric requirements)
Procedures under the Corporate Code of ConductApproval of the total remuneration amount, total number of shares and other matters was obtained at the 101st Annual General Meeting of Shareholders held on 26 June 2026 and the 100th Annual General Meeting of Shareholders held on 27 June 2025.
Items this document does not state (13)
Estimated 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.

After considering the purpose of the restricted stock compensation plan, the Company's operating conditions, the scope of responsibilities of each eligible director and other factors.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Mitsui Kinzoku Company,Limited (5706) timely disclosure | Komori