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Share Issuance and Disposal3895HAVIX CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 35,890 restricted shares as treasury shares to 4 directors, with the shares to be paid for through an in-kind contribution of monetary compensation claims. The payment date is 22 July 2026.

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Direction
Neutral
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Scale
35890
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much35,890Shares

35,890 common shares (treasury shares)

4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)35,890 shares

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

¥404 per share
Total issue value

¥14,499,560

Amount of funds to be raised
Total payment amount: ¥14,499,560; estimated net proceeds: Not disclosed (as the shares are paid for through an in-kind contribution, this does not constitute actual fundraising)
Total Stock-Based Compensation
Total monetary compensation claims: ¥14,499,560 (the annual compensation limit under the plan is ¥50 million or less)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 22 July 2026 until the date on which the eligible director ceases to be either a director or an employee of the Company.
Conditions for lifting transfer restrictions
The eligible director must continuously hold the position of director or employee of the Company from 24 June 2026 until the date of the ordinary general meeting of shareholders in the following year. If the eligible director ceases to be a director or employee due to death or another reason deemed legitimate by the Company's Board of Directors, part of the transfer restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allocated under the plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 35,890 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The shares will be managed in dedicated accounts for restricted shares.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026 was ¥404. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 69th Annual General Meeting of Shareholders held on 25 June 2019, approval was obtained for the plan, the compensation limit, the transfer restriction period and the conditions for lifting the restrictions.
Impact on Business Performance
The impact on performance 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 of35,890 common shares (treasury shares)
Issue price and disposal price¥404 per share
Total issue value¥14,499,560
Amount of funds to be raisedTotal payment amount: ¥14,499,560; estimated net proceeds: Not disclosed (as the shares are paid for through an in-kind contribution, this does not constitute actual fundraising)
Payment date22 July 2026
Intended allotteeName 4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 35,890 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The shares will be managed in dedicated accounts for restricted shares.
Total number of issued sharesThe total number of issued shares will not increase because 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 23 June 2026 was ¥404. No discount or premium was applied.
Transfer restriction periodFrom 22 July 2026 until the date on which the eligible director ceases to be either a director or an employee of the Company.
Conditions for lifting transfer restrictionsThe eligible director must continuously hold the position of director or employee of the Company from 24 June 2026 until the date of the ordinary general meeting of shareholders in the following year. If the eligible director ceases to be a director or employee due to death or another reason deemed legitimate by the Company's Board of Directors, part of the transfer restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any shares allocated under the plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 35,890 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥14,499,560 (the annual compensation limit under the plan is ¥50 million or less)
Procedures under the Corporate Code of ConductAt the 69th Annual General Meeting of Shareholders held on 25 June 2019, approval was obtained for the plan, the compensation limit, the transfer restriction period and the conditions for lifting the restrictions.
Impact on Business PerformanceThe impact on performance is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To provide directors with incentives to achieve sustained growth in corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders. In making this allocation, the Company also considered the purpose of the plan, the Company's performance and the scope of responsibilities of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HAVIX CORPORATION (3895) timely disclosure | Komori