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Share Issuance and Disposal3944Furubayashi Shiko Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,200 treasury shares to 11 directors and executive officers as restricted stock compensation. The shares may not be transferred until the recipient resigns or retires, and the transfer restrictions will be lifted subject to prescribed conditions.

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Direction
Neutral
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Scale
16200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,200Shares

16,200 common shares (treasury shares)

4 directors (excluding outside directors)14,900 shares
7 executive officers1,300 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.

¥2,415 per share
Total issue value

¥39,123,000

Total Stock-Based Compensation
Total monetary compensation receivables: ¥39,123,000, of which ¥35,983,500 relates to 4 directors. The annual cap on monetary compensation receivables for directors is ¥60 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 the payment date until the date on which the recipient resigns or retires from the position held at the time of the allotment of these shares
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted if the recipient resigns or retires upon expiration of the term of office, reaching the mandatory retirement age, expiration of the term of an employment or other contract, or for another legitimate reason (excluding resignation or retirement due to death), or if the recipient resigns or retires due to death. The proportion of restrictions to be lifted will be calculated based on the prescribed number of months in office or employment.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted at the time of the recipient's resignation or retirement. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions immediately after the lifting of restrictions.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 14,900 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 1,300 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date until the date on which the recipient resigns or retires from the position held at the time of the allotment of these shares.
Payment date
21 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the Board of Directors meeting, 21 April 2026, was ¥2,415. No discount or premium was 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 of16,200 common shares (treasury shares)
Issue price and disposal price¥2,415 per share
Total issue value¥39,123,000
Payment date21 May 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 14,900 shares, Name 7 executive officers / Number of Shares 1,300 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date until the date on which the recipient resigns or retires from the position held at the time of the allotment of these shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the Board of Directors meeting, 21 April 2026, was ¥2,415. No discount or premium was stated.
Transfer restriction periodFrom the payment date until the date on which the recipient resigns or retires from the position held at the time of the allotment of these shares
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted if the recipient resigns or retires upon expiration of the term of office, reaching the mandatory retirement age, expiration of the term of an employment or other contract, or for another legitimate reason (excluding resignation or retirement due to death), or if the recipient resigns or retires due to death. The proportion of restrictions to be lifted will be calculated based on the prescribed number of months in office or employment.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted at the time of the recipient's resignation or retirement. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any shares that remain subject to transfer restrictions immediately after the lifting of restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 14,900 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 1,300 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥39,123,000, of which ¥35,983,500 relates to 4 directors. The annual cap on monetary compensation receivables for directors is ¥60 million.
Items this document does not state (15)
Amount 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 strengthen the link between compensation and share value, provide the recipients with an incentive to sustainably increase the Company's corporate value, and promote value sharing between shareholders and the recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Furubayashi Shiko Co.,Ltd. (3944) timely disclosure | Komori