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Share Issuance and Disposal5713Sumitomo Metal Mining Co.,Ltd.Iron and nonferrous metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Sumitomo Metal Mining resolved to dispose of 4,751 treasury shares as restricted stock to 5 directors and 17 executive officers and other eligible persons, with monetary compensation receivables contributed in kind. Transfers and other dispositions of the shares will be restricted for a specified period, including while the recipients remain in office.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,751Shares

4,751 shares of the Company's common stock (treasury shares)

5 directors2,481 shares
17 executive officers and other eligible persons equivalent thereto2,270 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.

¥7,955 per share
Amount of funds to be raised

Total payment amount: ¥37,794,205 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥37,794,205. The annual limit under the plan is ¥30 million or less.
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 24 July 2026 until the date on which the recipient ceases to be a director or executive officer of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restriction period, provided that no grounds for the Company's acquisition of the shares without consideration have arisen. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the reorganization or similar transaction.
Reason for acquisition without consideration
If the recipient violates any law, regulation or the allocation agreement, or otherwise falls under grounds specified by the Company's Board of Directors, or if the transfer restrictions have not been lifted upon expiration of the restriction period.
Categories and Number of Persons Covered
5 directors: 2,481 shares; 17 executive officers and other eligible persons equivalent thereto: 2,270 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the recipient ceases to be a director or executive officer of the Company, the recipient must not transfer, create security interests over or otherwise dispose of the shares.
Payment date
24 July 2026 (allocation date)
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥7,955. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 100th Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the grant of restricted stock and related matters, within an annual limit of 15,000 shares and ¥30 million.
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 of4,751 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥7,955 per share
Amount of funds to be raisedTotal payment amount: ¥37,794,205 (estimated net proceeds: Not disclosed)
Payment date24 July 2026 (allocation date)
Intended allotteeName 5 directors / Number of Shares 2,481 shares, Name 17 executive officers and other eligible persons equivalent thereto / Number of Shares 2,270 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the recipient ceases to be a director or executive officer of the Company, the recipient must not transfer, create security interests over or otherwise dispose of the shares.
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 stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥7,955. No discount or premium was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to be a director or executive officer of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the restriction period, provided that no grounds for the Company's acquisition of the shares without consideration have arisen. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date of the reorganization or similar transaction.
Reason for acquisition without considerationIf the recipient violates any law, regulation or the allocation agreement, or otherwise falls under grounds specified by the Company's Board of Directors, or if the transfer restrictions have not been lifted upon expiration of the restriction period.
Categories and Number of Persons Covered5 directors: 2,481 shares; 17 executive officers and other eligible persons equivalent thereto: 2,270 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥37,794,205. The annual limit under the plan is ¥30 million or less.
Procedures under the Corporate Code of ConductAt the 100th Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the grant of restricted stock and related matters, within an annual limit of 15,000 shares and ¥30 million.
Items this document does not state (13)
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 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 an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sumitomo Metal Mining Co.,Ltd. (5713) timely disclosure | Komori