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Share Issuance and Disposal2930Kitanotatsujin CorporationMaterials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

The Company resolved to dispose of 99,800 treasury shares without consideration to 4 directors as restricted stock compensation. In principle, the shares may not be transferred until the recipient ceases to hold the position of director.

Worth reading
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Direction
Neutral
Direction inferred from the company’s description.
Scale
99800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much99,800Shares

99,800 treasury shares

4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)99,800 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥124 per share
Total issue value

¥12,375,200

Amount of funds to be raised
Total amount paid: not stated because the shares are disposed of without consideration; estimated net proceeds: not stated because the shares are disposed of without consideration
Total Stock-Based Compensation
Total disposal value for this transaction: ¥12,375,200. The total annual compensation under the plan is capped at ¥50 million.
発行済株式総数

No increase, as this is a disposal of treasury shares

Not stated because this is a disposal of treasury shares and does not increase the total number of shares issued

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 24 June 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company from June 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the recipient ceases to hold the position due to death or another reason that the Company's Board of Directors deems legitimate, the restrictions will be lifted for the number of shares corresponding to the recipient's months in office.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at other prescribed times specified in the agreement.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 99,800 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 24 June 2026 until the date on which the recipient ceases to hold the position of director of the Company.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 May 2026, ¥124. 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 of99,800 treasury shares
Issue price and disposal price¥124 per share
Total issue value¥12,375,200
Amount of funds to be raisedTotal amount paid: not stated because the shares are disposed of without consideration; estimated net proceeds: not stated because the shares are disposed of without consideration
Intended allotteeName 4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 99,800 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 24 June 2026 until the date on which the recipient ceases to hold the position of director of the Company.
Dilution RateNot stated because this is a disposal of treasury shares and does not increase the total number of shares issued
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 May 2026, ¥124. No discount or premium rate is stated.
Transfer restriction periodFrom 24 June 2026 until the date on which the recipient ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company from June 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending February 2027. If the recipient ceases to hold the position due to death or another reason that the Company's Board of Directors deems legitimate, the restrictions will be lifted for the number of shares corresponding to the recipient's months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at other prescribed times specified in the agreement.
Categories and Number of Persons Covered4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors; 99,800 shares
Total Stock-Based CompensationTotal disposal value for this transaction: ¥12,375,200. The total annual compensation under the plan is capped at ¥50 million.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateExercise 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 directors with an incentive to achieve sustained growth in corporate value and to further promote value sharing with shareholders.

How to read this page

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | Kitanotatsujin Corporation (2930) timely disclosure | Komori