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Share Issuance and Disposal3892Okayama Paper Industries Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,900 treasury shares to 4 directors as restricted stock compensation. The transfer restriction period is 20 years from 1 October 2026.

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Direction
Neutral
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Scale
6900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,900Shares

6,900 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 6,900 shares

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

¥1,548 per share
Total Stock-Based Compensation

Monetary compensation claims of ¥10,681,200. The annual maximum amount of compensation under the scheme is ¥50 million or less.

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
20 years, from 1 October 2026 to 30 September 2046
Conditions for lifting transfer restrictions
The recipient must remain a director through the date of the first annual general meeting held after the start of the transfer restriction period. If the director leaves office for a valid reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient leaves office without a valid reason by the day before the first annual general meeting, or if any shares remain restricted when the transfer restriction period expires. In the event of a reorganisation or similar transaction, the Company will acquire, without consideration, any shares whose restrictions are not lifted on the business day preceding the effective date.
Categories and Number of Persons Covered
4 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors; 6,900 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
1 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 11 September 2026 was ¥1,548. No discount or premium.
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 of6,900 treasury shares
Issue price and disposal price¥1,548 per share
Payment date1 October 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 6,900 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 11 September 2026 was ¥1,548. No discount or premium.
Transfer restriction period20 years, from 1 October 2026 to 30 September 2046
Conditions for lifting transfer restrictionsThe recipient must remain a director through the date of the first annual general meeting held after the start of the transfer restriction period. If the director leaves office for a valid reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient leaves office without a valid reason by the day before the first annual general meeting, or if any shares remain restricted when the transfer restriction period expires. In the event of a reorganisation or similar transaction, the Company will acquire, without consideration, any shares whose restrictions are not lifted on the business day preceding the effective date.
Categories and Number of Persons Covered4 of the Company's directors, excluding directors who are Audit and Supervisory Committee members and outside directors; 6,900 shares
Total Stock-Based CompensationMonetary compensation claims of ¥10,681,200. The annual maximum amount of compensation under the scheme is ¥50 million or less.
Items this document does not state (16)
Total issue valueAmount of funds to be raisedEstimated 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 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Okayama Paper Industries Co.,Ltd. (3892) timely disclosure | Komori