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Share Issuance and Disposal5715FURUKAWA CO.,LTD.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,498 treasury shares to 5 directors as restricted stock compensation. The disposal price is ¥3,680 per share, and the transfer restriction period will be 30 years from 24 July 2026.

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7498
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,498Shares

7,498 treasury common shares

5 directors of the Company, excluding outside directors7,498 shares

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

¥3,680 per share
Total issue value

¥27,592,640

Total Stock-Based Compensation
Total monetary compensation receivables of ¥27,592,640 (the total annual amount of monetary compensation receivables under this plan is capped at ¥50 million)
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 to 24 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously remained a director of the Company throughout the service period. If the recipient retires upon expiration of the term of office, due to death or for another legitimate reason, the restrictions on the number of shares calculated in accordance with the prescribed formula will be lifted immediately after retirement.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the 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
5 of the Company's directors, excluding outside directors; 7,498 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and any other disposal are prohibited. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
Payment date
24 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 157th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment of monetary compensation receivables, the maximum number of shares to be issued or disposed of, the transfer restriction period and other matters. The specific timing and allocation of the payments will be determined by the Board of Directors based on the deliberations of the Nomination and Compensation Committee, whose principal members are independent outside directors.
Impact on Business Performance
No information was provided regarding the impact on financial 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 of7,498 treasury common shares
Issue price and disposal price¥3,680 per share
Total issue value¥27,592,640
Payment date24 July 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 7,498 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and any other disposal are prohibited. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Transfer restriction periodFrom 24 July 2026 to 24 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously remained a director of the Company throughout the service period. If the recipient retires upon expiration of the term of office, due to death or for another legitimate reason, the restrictions on the number of shares calculated in accordance with the prescribed formula will be lifted immediately after retirement.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted when the 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 Covered5 of the Company's directors, excluding outside directors; 7,498 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥27,592,640 (the total annual amount of monetary compensation receivables under this plan is capped at ¥50 million)
Procedures under the Corporate Code of ConductAt the 157th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment of monetary compensation receivables, the maximum number of shares to be issued or disposed of, the transfer restriction period and other matters. The specific timing and allocation of the payments will be determined by the Board of Directors based on the deliberations of the Nomination and Compensation Committee, whose principal members are independent outside directors.
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 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 an incentive for the sustainable enhancement of corporate value and further promote the sharing of value with shareholders. In this disposal, the Company considered its business performance, the responsibilities and contributions of each eligible director, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FURUKAWA CO.,LTD. (5715) timely disclosure | Komori