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Share Issuance and Disposal3955IMURA & Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,800 treasury shares as restricted stock compensation to 8 directors and senior executive officers. The transfer restriction period is 40 years, from 19 June 2026 to 18 June 2066.

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Scale
22800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,800Shares

22,800 shares of the Company's common stock (treasury shares)

4 directors (excluding outside directors)15,200 shares
4 senior executive officers7,600 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.

¥775 per share
Total issue value

¥17,670,000

Amount of funds to be raised
Total payment amount: ¥17,670,000 (estimated net proceeds: not disclosed; the entire amount of monetary compensation receivables will be contributed in kind)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥17,670,000. The annual compensation limit for directors is ¥300 million or less.
発行済株式総数

Not disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued shares)

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
40 years (19 June 2026 to 18 June 2066)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either a position as a director of the Company or as a senior executive officer who does not concurrently serve as a director during the transfer restriction period, all restrictions will be lifted upon expiration of the period. In the event of departure due to expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of departure due to death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 15,200 shares, Category Senior Executive Officer / Number of Employees 4 / Number of allocated shares 7,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The restrictions will be lifted, subject to the applicable conditions, upon expiration of the transfer restriction period or upon the recipient's specified retirement or other departure.
Payment date
19 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 19 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥775. No discount or premium was applied.
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 of22,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥775 per share
Total issue value¥17,670,000
Amount of funds to be raisedTotal payment amount: ¥17,670,000 (estimated net proceeds: not disclosed; the entire amount of monetary compensation receivables will be contributed in kind)
Payment date19 June 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 15,200 shares, Name 4 senior executive officers / Number of Shares 7,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The restrictions will be lifted, subject to the applicable conditions, upon expiration of the transfer restriction period or upon the recipient's specified retirement or other departure.
Dilution RateNot disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 19 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥775. No discount or premium was applied.
Transfer restriction period40 years (19 June 2026 to 18 June 2066)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either a position as a director of the Company or as a senior executive officer who does not concurrently serve as a director during the transfer restriction period, all restrictions will be lifted upon expiration of the period. In the event of departure due to expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted in proportion to the period of service. In the event of departure due to death, the restrictions will be lifted at a time separately determined by the Board of Directors.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 15,200 shares, Category Senior Executive Officer / Number of Employees 4 / Number of allocated shares 7,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥17,670,000. The annual compensation limit for directors is ¥300 million or less.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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.

The Company considered its objectives, business conditions, the scope of responsibilities of the eligible directors and other recipients, and other relevant circumstances, with the aim of providing incentives for the sustained enhancement of corporate value, sharing value with shareholders, and further increasing the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | IMURA & Co.,Ltd. (3955) timely disclosure | Komori