July 25, 2024
To all persons concerned
Company name
Representative

Securities code
Contact

Mandom Corporation
Ken Nishimura
Representative Director &President Executive Officer
TSE Prime Market 4917
Hideo Kawakita,General Manager, IR Division
Phone: +81-6-6767-5020

Notice Concerning Disposal of Treasury Stock as Restricted Stock Compensation
Mandom Corporation (the “Company”) hereby announces that, at the meeting of its Board of Directors held on
July 25, 2024, the Company has resolved to dispose of its treasury stock (the “Disposal of Treasury Stock” or the“Disposal”) as follows.
1. Outline of the Disposal(1)
(2)
(3)
(4)

Date of disposal
Class and number of shares to bedisposed of
Disposal priceTotal value of the shares to bedisposed of
Recipients of shares to be disposed(5)

of and number thereof, number ofshares to be disposed ofAugust 23, 2024
215,100 shares of common stock of the Company
1,237 yen per share
266,078,700 yen

Director: 4 persons, 109,300 shares
Executive officer (include CxO): 12 persons, 105,800 shares※Since the CxO system was introduced in FY2024, “Executive Officers who do not concurrently serve asDirectors” refers to CxO and Executive Officers who do not concurrently serve as Directors.
2. Purposes and Reasons of the Disposal
At the meeting of its Board of Directors held on April 27, 2018, the Company resolved to introduce a restricted
stock compensation plan (the “Compensation Plan”) with the aim of providing medium- to long-term incentives
for the Company’s Directors excluding External Directors (the “Eligible Directors”) and CxO, Executive Officers
who do not concurrently serve as a Director (collectively, the “Eligible Directors, etc.”) and sharing value withshareholders. Furthermore, at the 101st Ordinary General Meeting of Shareholders held on June 22, 2018 (the“General Meeting of Shareholders”), based on the Compensation Plan, as monetary compensation to serve ascontributed properties to acquire the restricted stocks (the “Restricted Stock Compensation”), the Company
received approval to provide the Eligible Directors with monetary compensation claims that shall be 150 million
1yen or less per year, to set the transfer restriction period to 35 years, and the total number of common shares to beissued or disposed of at the 107th Ordinary General Meeting of Shareholders to be held on June 21, 2024 to shallnot exceed 150,000 shares per year.
However, in principle, such compensation is assumed to be paid in a lump sum in the first year of each of thefour fiscal years covered by the medium-term management plan, in an amount equivalent to the compensation for
the execution of duties over the four fiscal years.
[Outline of the Compensation Plan]The Eligible Directors, etc. shall make in-kind contribution of all monetary compensation claims to be provided
by the Company according to the Compensation Plan, and shall, in return, receive shares of common stock of theCompany that shall be issued or disposed by the Company. The total number of shares of common stock to beissued or disposed of by the Company to the eligible directors under this plan shall not exceed 150,000 shares peryear and the amount to be paid per share shall be the closing price of shares of common stock of the Company on
the First Section of the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution
by the Board of Directors (or the closing price on the most recent transaction day preceding that day, if notransaction is made on that business day.).
For the issuance or disposal of shares of common stock of the Company under the Compensation Plan, theCompany and each Eligible Director, etc., shall make an agreement on allotment of restricted stocks (the“Allotment Agreement”), such that (1) The Eligible Directors, etc., shall not transfer, create a security interest on,or otherwise dispose of the Allotted Shares during a fixed period, and (2) The Company shall acquire said sharesof common stock without consideration on the occurrence of specified events. For your information, under theCompensation Plan, shares of restricted stock where the number corresponds to the subject period shall be
provided in lump sum in the initial year of the Company’s Middle-Range Planning in principle. This time,
restricted stock compensation equivalent to four fiscal years (FY2024 - FY2027 (April 1, 2024 - March 31, 2028))
will be paid.
Considering the purpose of the Compensation Plan, the Company’s business performance, scope of
responsibility of the Eligible Directors, etc., and various factors, the Company has decided to provide monetarycompensation claims totaling 266,078,700 yen (the “Total Monetary Compensation Claims”), and 215,100
shares of common stock of the Company, in order to further increase motivation of the Eligible Directors, etc.
Furthermore, the Company has set the transfer restriction period to 35 years with the aim of using theCompensation Plan as an incentive to enhance corporate value over a long period.
For the Disposal of Treasury Stock, 16 of the Eligible Directors, etc. to whom disposal of shares is scheduled
to be allotted shall make in-kind contribution of all monetary compensation claims to the Company according tothe Compensation Plan, and shall receive disposed shares of common stock of the Company (the “AllottedShares”). The outline of the Allotment Agreement concluded between the Company and the Eligible Directors,etc. for the Disposal of Treasury Stock is described in 3. below.

23. Outline of the Allotment Agreement(1) Transfer restriction period
August 23, 2024 to August 22, 2059
(2) Conditions for lifting the transfer restrictions
On the condition that an Eligible Director, etc. continuously maintains his or her position as a Director,
Executive Officer who does not concurrently serve as a Director, Audit & Supervisory Board Member,
employee, or any equivalent position at the Company or the Company’s subsidiaries during the transfer
restriction period, the Company shall lift the transfer restrictions at the expiration of the transfer restrictionperiod.
(3) Treatment in cases where the Eligible Director, etc., retires from his or her position due to the expiration of
the term of office, reaching retirement age, or any other justifiable cause.
(i) Timing of the lifting of the transfer restrictions
If an Eligible Director, etc. step downs or resigns from his or her position as a Director, Executive Officer
who does not concurrently serve as a Director, Audit & Supervisory Board Member, employee, or any
equivalent position at the Company or the Company’s subsidiaries due to the expiration of the term of office,reaching retirement age, or any other justifiable cause (except in the case of step-down or resignation due todeath), the transfer restrictions shall be lifted at the time immediately after his/her resignation. In the case ofstep-down or resignation due to death, the Company shall lift the transfer restrictions when the Board ofDirectors separately makes its decision after the death of the Eligible Director, etc.
(ii) Number of shares for which the transfer restrictions are to be lifted
If the number of months from the date of disposal to the month in which the Eligible Director, etc. stepped
down or retired from his or her position (the “Length of Service”) is less than 48 months, the number ofshares obtained shall be calculated by multiplying the number of Allotted Shares held at the time of the stepdown or resignation defined in (i) by the number obtained by dividing the Length of Service by 48 andmultiplying it by 75% (however, any fractional shares of less than one unit of stock resulting from thecalculation are to be omitted.)
If the Length of Service is 48 months or more, the number of the Allotted Shares shall be that held at thetime of the step-down or resignation defined in (i).
(4) Acquisition of the Allotted Shares by the Company without consideration
The Company has set its performance target and Material Issues (Materiality) in sustainability, basing on
two indices including “consolidated ROIC, and “medium- to long-term goal for Material Issue (Materiality)
in sustainability” for the fiscal year ending March 31, 2028, announced as its Management Basic Targets under“MP-14,” the Company’s 14th Middle-Range Planning. The Company shall be entitled to acquire part of theAllotted Shares without compensation depending on the achievement level of its performance target in thefiscal year ending March 31, 2024, when said achievement level is finalized. However, from the perspectiveof promoting the Eligible Directors, etc. to hold shares, the number of shares to be acquired withoutcompensation depending on the achievement level of the performance target shall be up to one half of the3Allocated Shares.
In addition, the Company shall be entitled to acquire without compensation the Allocated Shares for which
the transfer restriction will not be lifted at the expiry of the transfer restriction period or the time of the liftingof the transfer restriction that is defined in (3) above.
(5) Administration of the Allotted Shares
To prevent the transfer, creation of a security interest on, or disposal of the Allotted Shares during the transfer
restriction period, the Allotted Shares shall be managed in a dedicated account at Nomura Securities Co., Ltd.,
opened by the Eligible Directors, etc. during the transfer restriction period. To ensure the effectiveness of therestrictions on the Allotted Shares, the Company has entered into an agreement with Nomura Securities Co.,
Ltd. regarding the administration of the accounts for the Allotted Shares held by each Eligible Director, etc.
In addition, the Eligible Directors, etc. shall agree to the administration details for the accounts.
(6) Treatment of the Allocated Shares under organizational structure, etc.
If, during the transfer restriction period, a merger agreement in which the Company becomes an absorbed
entity, a share exchange agreement or a share transfer plan in which the Company becomes a wholly-owned
subsidiary, or another matter related to organizational restructuring, etc. is approved at a General Meeting ofShareholders of the Company (or the Board of Directors of the Company in cases when the approval of theGeneral Meeting of Shareholders is not required for the organizational restructuring, etc.), the Company will,by resolution of the Board of Directors, lift the transfer restrictions, with respect to the number of shares
determined by multiplying the number, obtained by dividing the number of months from the date of disposal
until the month that includes the date of said approval, by 48 (if that number exceeds one, it will be rounded
down to one), by the number of the Allocated Shares held at that time by the Eligible Directors, etc. (anyfractional shares of less than one unit of stock resulting from the calculation are to be omitted), on the business
day immediately prior to the effective date of the organizational restructuring, etc. Additionally, the Company
shall be entitled to acquire without consideration Allocated Shares for which the transfer restrictions are notlifted on the business day preceding the effective date of the organizational restructuring, etc.
4. Basis of Calculation and Specific Details for the Payment AmountThe Disposal of Treasury Shares to the Eligible Directors, etc., shall be funded by the monetary compensation
claims that the Company provided as the Restricted Stock Compensation for fiscal year 2024 to 2027 (April 1,2024 to March 31, 2028) in accordance with the Compensation Plan. To eliminate arbitrariness in the disposal
price, the closing price for the common stock of the Company on the Prime Market of the Tokyo Stock Exchangeon July 24, 2024 (the business day prior to the day of resolution at the meeting of the Board of Directors) of 1,237
yen is used as the disposal price. As this is the market price the day immediately prior to the day of resolution ofthe Board of Directors, we believe it is valid and does not represent a particularly biased price.

-End of News Release-4