March 25, 2021
Kuraray Co., Ltd.
Notice Regarding Disposal of Treasury Shares Used for Restricted Stock Compensation
Kuraray Co., Ltd. (hereinafter, the "Company") hereby announces that at a meeting of theBoard of Directors held today, it was resolved to dispose of treasury shares used for restricted
share compensation (hereinafter, the "Disposal of Treasury Shares"). The details are asfollows:
1.Overview of the disposal(1)

Payment date

(2)

Class and number ofshares to be disposed ofApril 23, 2021
Ordinary shares of the Company 63,000 shares(3)

Disposal price¥1,312 per share(4)Total disposal amount

82,656,000 yen(5)Method of Performance

Due to the contribution of monetary remuneration claimsof Contributions

in kindDirectors (excluding Outside Directors and Directors
Working Overseas)

Allottees, Number(6)

Thereof and Number ofShares to Be Disposed ofSeven people 40,000 shares (Note)
Executive Officers (excluding those who serve concurrently
as Directors and Executive Officers working overseas)
12 people 23,000 shares(Note) Includes Executive Officers portions who are also
our Executive Officers.
The Company has submitted a Securities Registration(7)

OtherStatement based on the Financial Instruments andExchange Act for Treasury Shares' Disposal.

2.Purpose and reason for the disposition of treasury stock
At a meeting of the Board of Directors held on February 18, 2021, we resolved to introduce
a restricted stock compensation plan (the "RS") to provide incentives to our Directors(excluding outside directors; hereinafter referred to as the "Eligible Directors") and our
Executive Officers (collectively referred to as the "Eligible Directors, etc.") to improve ourcorporate value continuously and to promote further value sharing between the Eligible
Directors, etc. and shareholders. At the 140th Ordinary General Meeting of Shareholders of
the Company held today, they approved the payment of monetary remuneration claims tothe Eligible Directors, etc. of up to ¥90 million per annum for the delivery of shares subject
to RS and the delivery of RS of up to 60,000 shares per annum.
Considering the purpose of the RS and the scope of responsibilities of each Eligible
Directors, etc., it has been resolved to pay a total of ¥82,656,000 in monetary compensation

claims to the Eligible Directors, etc. on the condition that the disposal of self stock will be
paid in kind as an investment property, and also decided to dispose of this treasury stock to
the Eligible Directors, etc. To provide incentives and shareholder value to realize thesustainable improvement of corporate value, which is the purpose of introducing this system,
the transfer restriction period is limited to retirement, as described in 3 below.
3.Outline of the Restricted Stock Compensation Allotment Agreement
Company and each Eligible Directors, etc.individually enter into a Restricted Stock
Compensation allotment agreement (the "Allotment Agreement"), which is outlined below.
(1) Period of Restriction on Transfer
During the period from April 23, 2021, the due date for payment to the retirement
date, the Eligible Directors, etc., shall not transfer, pledge or otherwise dispose of theCommon Shares allotted through the disposition of treasury shares (hereinafter referredto as the "Allotted Shares"). Retirement refers to the retirement of either a director or anexecutives officer.
(2) Termination of the Restrictions on Transfer
We will terminate the restrictions on the transfer of all of the Allotted Shares (but, inthe event of resignation before the expiration of a certain period as provided in thisAllotment Agreement, a portion of the Allotted Shares) upon the expiration of therestriction on transfer, provided that the resignation of the Eligible Directors, etc. is forsuch reason as the Board of Directors deems justified. For the event of resignation before
the expiration date, the portion of the Allotted Shares for the termination of therestriction is obtained by multiplying the number of months from the month including
the Payment Date until the month including the date on which Eligible Directors, etc.
resigns by 12 (provided, however, that if the calculation exceeds 1, the number shall be 1)
by the number of Allotted Shares.
(3) Acquisition without compensation by the Company
The Company will acquire, without compensation, the Allotted Shares for which therestriction on transfer has not been terminated pursuant to paragraph (2) provisions
above upon the expiration of the restriction on transfer. In addition, any misconduct or
any other event as stipulated in this Allotment Agreement, we shall automaticallyacquire all or part of the Allotted Shares free of charge.
(4) Management of shares
In order to prevent transfers, security interests, or other dispositions of the Allotted
Shares during the transfer restriction period, the Eligible Directors, etc., will open andmanage a dedicated account at a securities company stipulated by us. The securities
company will be Daiwa Securities Co. Ltd.

(5) Handling of organizational restructuring, etc.
Notwithstanding the provisions of (1) above, in the event that, during the restriction
period, proposals relating to a merger agreement in which the Company is the dissolving
Company, a share exchange agreement or share transfer plan in which the Company
becomes a wholly-owned subsidiary, or other reorganization, etc. are approved at theCompany's Ordinary General Meeting of Shareholders (or at a meeting of its Board ofDirectors in cases where approval at the Company's General Meeting of Shareholders is
not required in relation to the reorganization, etc.), the Company shall, by resolution ofthe Board of Directors of the Company, lift the transfer restrictions for a number of
Allocated Shares reasonably determined in light of the period from the commencement
date of the restriction on transfer to the effective date of such organizational
restructuring, etc., prior to the effective date of such organizational restructuring, etc.
In such case, the Company shall automatically acquire, without compensation, all
Allotted Shares which still remain subject to the transfer restrictions as of the dateindicated above, on the business day before the day on which the reorganization, etc.,
becomes effective.
4.Basis for calculating the amount to be paid and the specific contents thereof
The disposal price of treasury stock for the planned Allotment Shares was set at ¥1,312,
the closing price on the business day immediately before the board of directors' resolution
date, to eliminate arbitrary considerations. The disposal value of treasury stock related totreasury share disposal is not particularly advantageous for the planned allotment and isconsidered reasonable.
End of Document