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Share Issuance and Disposal7976MITSUBISHI PENCIL COMPANY,LIMITEDInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 25,800 treasury shares as restricted stock compensation for 5 directors and 10 executive officers. The eligible recipients will be granted monetary compensation claims totaling ¥62,874,600, the entire amount of which will be contributed in kind.

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Direction
Neutral
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Scale
25800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,800Shares

25,800 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)5 / 17,700 shares
The Company's executive officers10 / 8,100 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.

¥2,437 per share
Total issue value

¥62,874,600

Amount of funds to be raised
Total payment amount: ¥62,874,600; estimated net proceeds: not applicable (contribution in kind of monetary compensation claims granted to the eligible recipients)
Total Stock-Based Compensation
Monetary compensation claims totaling ¥62,874,600
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares, the total number of issued shares will not increase

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.

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 on which the restricted shares are delivered until the date on which the recipient retires from all positions as a director, executive officer or other equivalent position of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer or other equivalent position of the Company throughout the service period, all of the shares allocated under this arrangement will be released from the transfer restrictions when the restriction period expires. If the recipient retires for a justifiable reason, the restrictions will be lifted on the number of shares determined according to the period of service and other relevant factors.
Reason for acquisition without consideration
If the recipient retires before the end of the service period without a justifiable reason, or if any shares remain subject to transfer restrictions when the restriction period expires. This also includes cases in which shares remain subject to transfer restrictions after the restrictions are lifted as a result of a reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 17,700 shares, Category The Company's executive officers / Number of Employees 10 / Number of allocated shares 8,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
18 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 28 April 2026, ¥2,437. No discount or premium rate is stated.
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 of25,800 common shares of the Company (treasury shares)
Issue price and disposal price¥2,437 per share
Total issue value¥62,874,600
Amount of funds to be raisedTotal payment amount: ¥62,874,600; estimated net proceeds: not applicable (contribution in kind of monetary compensation claims granted to the eligible recipients)
Payment date18 May 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 17,700 shares, Category The Company's executive officers / Number of Employees 10 / Number of Shares 8,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase (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 28 April 2026, ¥2,437. No discount or premium rate is stated.
Transfer restriction periodFrom the date on which the restricted shares are delivered until the date on which the recipient retires from all positions as a director, executive officer or other equivalent position of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer or other equivalent position of the Company throughout the service period, all of the shares allocated under this arrangement will be released from the transfer restrictions when the restriction period expires. If the recipient retires for a justifiable reason, the restrictions will be lifted on the number of shares determined according to the period of service and other relevant factors.
Reason for acquisition without considerationIf the recipient retires before the end of the service period without a justifiable reason, or if any shares remain subject to transfer restrictions when the restriction period expires. This also includes cases in which shares remain subject to transfer restrictions after the restrictions are lifted as a result of a reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 17,700 shares, Category The Company's executive officers / Number of Employees 10 / Number of allocated shares 8,100 shares
Total Stock-Based CompensationMonetary compensation claims totaling ¥62,874,600
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 the eligible directors and other recipients with an incentive to achieve sustained improvement in long-term performance and corporate value, and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MITSUBISHI PENCIL COMPANY,LIMITED (7976) timely disclosure | Komori