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Share Issuance and Disposal7270SUBARU CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 108,345 treasury shares held by the Company as restricted stock compensation to 4 directors and 24 executive officers. The recipients will make an in-kind contribution of monetary compensation receivables, and the Company will receive no new cash funds.

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108345
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

108,345 shares of the Company's common stock (72,702 shares as RS for FY2026 and 35,643 shares as PSU for FY2025)

Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members)4 / 36,810 shares
Executive officers of the Company24 (including 3 departing officers) / 71,535 shares (including 3,188 shares for 3 departing officers)

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.

¥2,488 per share
Total issue value

¥269,562,360

Amount of funds to be raised
As the shares will be disposed of through an in-kind contribution of monetary compensation receivables, no cash proceeds or estimated net proceeds are stated.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥269,562,360 (¥180,882,576 as RS for FY2026 and ¥88,679,784 as PSU for FY2025)
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 the date the allocated shares are acquired until the date the recipient ceases to hold any position as a director, executive officer, executive officer or employee of the Company
Conditions for lifting transfer restrictions
All of the allocated shares held by the recipient will be released from the restrictions upon expiration of the restricted period. However, for the RS for FY2026, if the recipient ceases to hold office before the end of the service period, the restrictions will be released only if the departure is due to death or a reason recognized as legitimate by the Company's Board of Directors. No transfer restrictions or other conditions, excluding clawback provisions, will be imposed on departing officers.
Reason for acquisition without consideration
Immediately after the restricted period expires, the Company will acquire without consideration all allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 36,810 shares, Category Executive officers of the Company / Number of Employees 24 (including 3 departing officers) / Number of allocated shares 71,535 shares (including 3,188 shares for 3 departing officers)
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs until the recipient ceases to hold any position as a director, executive officer, executive officer or employee of the Company.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the day before 10 July 2026 was ¥2,488, rounded down to the nearest yen. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
A written resolution in lieu of a Board of Directors resolution pursuant to Article 370 of the Companies Act and Article 23, Paragraph 3 of the Articles of Incorporation. Approval for the introduction of clawback provisions and other matters was obtained at the Annual General Meeting of Shareholders held on 19 June 2024.
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 of108,345 shares of the Company's common stock (72,702 shares as RS for FY2026 and 35,643 shares as PSU for FY2025)
Issue price and disposal price¥2,488 per share
Total issue value¥269,562,360
Amount of funds to be raisedAs the shares will be disposed of through an in-kind contribution of monetary compensation receivables, no cash proceeds or estimated net proceeds are stated.
Payment date7 August 2026
Intended allotteeName Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of Shares 36,810 shares, Name Executive officers of the Company / Number of Employees 24 (including 3 departing officers) / Number of Shares 71,535 shares (including 3,188 shares for 3 departing officers)
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted period runs until the recipient ceases to hold any position as a director, executive officer, executive officer or employee of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the day before 10 July 2026 was ¥2,488, rounded down to the nearest yen. No discount or premium rate is stated.
Transfer restriction periodFrom the date the allocated shares are acquired until the date the recipient ceases to hold any position as a director, executive officer, executive officer or employee of the Company
Conditions for lifting transfer restrictionsAll of the allocated shares held by the recipient will be released from the restrictions upon expiration of the restricted period. However, for the RS for FY2026, if the recipient ceases to hold office before the end of the service period, the restrictions will be released only if the departure is due to death or a reason recognized as legitimate by the Company's Board of Directors. No transfer restrictions or other conditions, excluding clawback provisions, will be imposed on departing officers.
Reason for acquisition without considerationImmediately after the restricted period expires, the Company will acquire without consideration all allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 36,810 shares, Category Executive officers of the Company / Number of Employees 24 (including 3 departing officers) / Number of allocated shares 71,535 shares (including 3,188 shares for 3 departing officers)
Total Stock-Based CompensationTotal monetary compensation receivables of ¥269,562,360 (¥180,882,576 as RS for FY2026 and ¥88,679,784 as PSU for FY2025)
Procedures under the Corporate Code of ConductA written resolution in lieu of a Board of Directors resolution pursuant to Article 370 of the Companies Act and Article 23, Paragraph 3 of the Articles of Incorporation. Approval for the introduction of clawback provisions and other matters was obtained at the Annual General Meeting of Shareholders held on 19 June 2024.
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.

To strengthen incentives for the eligible directors and others, promote the sustained enhancement of the Company's corporate value, and advance value sharing with shareholders. The allocation also takes into account the purpose of the plan, the Company's performance, and the responsibilities of each recipient, as RS for FY2026 and PSU for FY2025.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUBARU CORPORATION (7270) timely disclosure | Komori