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Share Issuance and Disposal5741UACJ CorporationIron and Steel, Nonferrous Metals

Notice Regarding the Introduction of a Stock Delivery Trust for Participants in the UACJ Group Employee Stock Ownership Association and the Disposal of Treasury Shares through a Third-Party Allotment

UACJ resolved to introduce a stock delivery trust to deliver shares in the future to participants in the group employee stock ownership association and to dispose of 1.5 million treasury shares to the trust account for this purpose. The applicable period covers the 4 fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2030, and the actual number of shares delivered will vary depending on work performance and other factors.

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52Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1500000
shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (stock delivery trust for employees)

Who receives how much1,500,000Shares

1,500,000 treasury shares

Nomura Trust and Banking Co., Ltd. (trust account exclusively for participants in the UACJ Group Employee Stock Ownership Association)1,500,000 shares

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

¥1,776 per share
Amount of funds to be raised

Total payment amount ¥2,664,000,000; estimated net proceeds Not disclosed

発行済株式総数

0.81% of total issued shares and 0.83% of total voting rights

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
4,625 employees of the company and 2,466 employees of its subsidiaries. The 1,500,000 shares is the maximum number, and the actual number of shares delivered will vary depending on work performance and other factors.
Intended allottee's holding policy
The shares will be held and disposed of to deliver shares to eligible employees under this scheme. The actual number of shares delivered to eligible employees will vary depending on work performance and other factors.
Reason for acquisition without consideration
If any residual shares remain at the end of the trust, all such shares are scheduled to be transferred to the company free of charge.
Payment date
18 December 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Prime Market of the Tokyo Stock Exchange on 9 November 2026 was ¥1,776. This was 8.12% below the one-month average of ¥1,933, 17.70% below the three-month average of ¥2,158, and 27.92% below the six-month average of ¥2,464.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. In addition, all 5 corporate auditors expressed the opinion that the disposal price is lawful and does not constitute a particularly favorable price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (stock delivery trust for employees)
Number of shares to be issued or disposed of1,500,000 treasury shares
Issue price and disposal price¥1,776 per share
Amount of funds to be raisedTotal payment amount ¥2,664,000,000; estimated net proceeds Not disclosed
Payment date18 December 2026
Intended allotteeName Nomura Trust and Banking Co., Ltd. (trust account exclusively for participants in the UACJ Group Employee Stock Ownership Association) / Number of Shares 1,500,000 shares
Intended allottee's holding policyThe shares will be held and disposed of to deliver shares to eligible employees under this scheme. The actual number of shares delivered to eligible employees will vary depending on work performance and other factors.
Dilution Rate0.81% of total issued shares and 0.83% of total voting rights
Total number of issued shares185,312,772 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the company's common shares on the Prime Market of the Tokyo Stock Exchange on 9 November 2026 was ¥1,776. This was 8.12% below the one-month average of ¥1,933, 17.70% below the three-month average of ¥2,158, and 27.92% below the six-month average of ¥2,464.
Reason for acquisition without considerationIf any residual shares remain at the end of the trust, all such shares are scheduled to be transferred to the company free of charge.
Categories and Number of Persons Covered4,625 employees of the company and 2,466 employees of its subsidiaries. The 1,500,000 shares is the maximum number, and the actual number of shares delivered will vary depending on work performance and other factors.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. In addition, all 5 corporate auditors expressed the opinion that the disposal price is lawful and does not constitute a particularly favorable price.
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 support the asset formation of eligible employees, provide incentives for the sustainable enhancement of the company's corporate value, and promote the sharing of value with shareholders.

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