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Share Issuance and Disposal3501SUMINOE Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 23,800 treasury shares as restricted stock compensation for its directors and executive officers. The allotment will be made to 4 directors, excluding outside directors, and 9 executive officers.

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23800
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much23,800Shares

Treasury shares: 23,800 common shares

4 of the Company's directors, excluding outside directors12,400 shares
9 of the Company's executive officers11,400 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.

¥1,192 per share
Total issue value

¥28,369,600

Amount of funds to be raised
Total payment amount: ¥28,369,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥28,369,600. The annual monetary compensation limit for eligible directors is ¥30 million.
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 25 September 2026 until immediately after the point at which the recipient retires or leaves any position as a director of the Company, excluding an outside director, an executive officer who does not concurrently serve as a director, a corporate auditor, or any other equivalent position
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allotted shares will be lifted upon expiry of the transfer restriction period, provided that the recipient continuously holds one of the positions of director of the Company, excluding an outside director, executive officer who does not concurrently serve as a director, corporate auditor, or any other equivalent position during the transfer restriction period. In the event of retirement or departure due to expiry of the recipient's term, mandatory retirement, or any other legitimate reason, the restrictions will be lifted immediately after retirement or departure for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
Any allotted shares for which the transfer restrictions are not lifted will automatically be acquired by the Company without consideration immediately after the point at which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 12,400 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 11,400 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a designated account. The transfer restriction period runs from 25 September 2026 until immediately after the point at which the recipient retires or leaves the relevant position.
Payment date
25 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 27 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,192. The discount rate and premium rate are Not disclosed.
Impact on Business Performance
The specific impact of this disposal of treasury shares on financial results is Not disclosed.
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 ofTreasury shares: 23,800 common shares
Issue price and disposal price¥1,192 per share
Total issue value¥28,369,600
Amount of funds to be raisedTotal payment amount: ¥28,369,600; estimated net proceeds: Not disclosed
Payment date25 September 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 12,400 shares, Name 9 of the Company's executive officers / Number of Shares 11,400 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a designated account. The transfer restriction period runs from 25 September 2026 until immediately after the point at which the recipient retires or leaves the relevant position.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 27 August 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,192. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 25 September 2026 until immediately after the point at which the recipient retires or leaves any position as a director of the Company, excluding an outside director, an executive officer who does not concurrently serve as a director, a corporate auditor, or any other equivalent position
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allotted shares will be lifted upon expiry of the transfer restriction period, provided that the recipient continuously holds one of the positions of director of the Company, excluding an outside director, executive officer who does not concurrently serve as a director, corporate auditor, or any other equivalent position during the transfer restriction period. In the event of retirement or departure due to expiry of the recipient's term, mandatory retirement, or any other legitimate reason, the restrictions will be lifted immediately after retirement or departure for the number of shares corresponding to the period of service.
Reason for acquisition without considerationAny allotted shares for which the transfer restrictions are not lifted will automatically be acquired by the Company without consideration immediately after the point at which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 12,400 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 11,400 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥28,369,600. The annual monetary compensation limit for eligible directors is ¥30 million.
Impact on Business PerformanceThe specific impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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.

The purpose is to provide long-term incentives, share value with shareholders, recruit capable personnel, and further enhance the motivation of the eligible directors and other recipients. The Company also took into consideration the purpose of the system, its business performance, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SUMINOE Co.,Ltd. (3501) timely disclosure | Komori