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Share Issuance and Disposal8113UNICHARM CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Unicharm resolved to dispose of 313,800 treasury shares to 24 directors, executive officers and senior directors as restricted stock compensation. The total disposal price is ¥300,651,780, and the transfer restriction period is 3 years.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much313,800Shares

313,800 shares of the Company's common stock (treasury shares)

Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members2 / 155,000 shares
The Company's executive officers who do not concurrently serve as directors19 / 152,800 shares
The Company's senior executive officers3 / 6,000 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.

¥958.1 per share
Total issue value

¥300,651,780

Amount of funds to be raised
Total amount paid: ¥300,651,780; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥300,651,780
発行済株式総数

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

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
3 years (from 16 April 2026 to 15 April 2029)
Conditions for lifting transfer restrictions
For the subject directors, the transfer restrictions on all of the allocated shares will be lifted upon expiration of the transfer restriction period, provided that they continuously hold the prescribed position throughout the applicable service period. For the subject executive officers and senior directors, the same condition applies throughout the applicable mandate period. In the event of retirement or resignation upon expiry of the term of office, mandatory retirement or other legitimate grounds, the restrictions will be lifted on the number of shares determined according to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted. A clawback provision requires the recipient to return without consideration all accumulated restricted shares, depending on the recipient's responsibility, in the event of material accounting fraud, substantial losses or similar circumstances.
Categories and Number of Persons Covered
Category Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 2 / Number of allocated shares 155,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of allocated shares 152,800 shares, Category The Company's senior executive officers / Number of Employees 3 / Number of allocated shares 6,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 16 April 2026 to 15 April 2029.
Payment date
16 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 18 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥958.1. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
As this constitutes an offering of securities that does not require a notification under the Financial Instruments and Exchange Act, the Company filed an extraordinary report. Approval for the restricted stock compensation plan was obtained at the ordinary general meeting of shareholders held on 25 March 2020.
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 of313,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥958.1 per share
Total issue value¥300,651,780
Amount of funds to be raisedTotal amount paid: ¥300,651,780; estimated net proceeds: Not disclosed
Payment date16 April 2026
Intended allotteeName Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 2 / Number of Shares 155,000 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of Shares 152,800 shares, Name The Company's senior executive officers / Number of Employees 3 / Number of Shares 6,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period runs from 16 April 2026 to 15 April 2029.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 18 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥958.1. No discount or premium rate was stated.
Transfer restriction period3 years (from 16 April 2026 to 15 April 2029)
Conditions for lifting transfer restrictionsFor the subject directors, the transfer restrictions on all of the allocated shares will be lifted upon expiration of the transfer restriction period, provided that they continuously hold the prescribed position throughout the applicable service period. For the subject executive officers and senior directors, the same condition applies throughout the applicable mandate period. In the event of retirement or resignation upon expiry of the term of office, mandatory retirement or other legitimate grounds, the restrictions will be lifted on the number of shares determined according to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted. A clawback provision requires the recipient to return without consideration all accumulated restricted shares, depending on the recipient's responsibility, in the event of material accounting fraud, substantial losses or similar circumstances.
Categories and Number of Persons CoveredCategory Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 2 / Number of allocated shares 155,000 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of allocated shares 152,800 shares, Category The Company's senior executive officers / Number of Employees 3 / Number of allocated shares 6,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥300,651,780
Procedures under the Corporate Code of ConductAs this constitutes an offering of securities that does not require a notification under the Financial Instruments and Exchange Act, the Company filed an extraordinary report. Approval for the restricted stock compensation plan was obtained at the ordinary general meeting of shareholders held on 25 March 2020.
Items this document does not state (12)
Estimated 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 further motivate the recipients under the restricted stock compensation plan and promote the sharing of shareholder value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UNICHARM CORPORATION (8113) timely disclosure | Komori