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Share Issuance and Disposal3958Sasatoku Printing Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,900 treasury shares at ¥539 per share as restricted stock compensation for 5 directors and 8 executive officers. The recipients will be granted monetary compensation receivables of the same amount and will make an in-kind contribution of those receivables.

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Scale
9900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

9,900 common shares (7,500 shares for 5 directors and 2,400 shares for 8 executive officers)

5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors)7,500 shares
8 of the Company's executive officers2,400 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.

¥539 per share
Total issue value

¥5,336,100

Amount of funds to be raised
Total payment amount: ¥5,336,100; estimated net proceeds: Not disclosed (the treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥5,336,100 (the annual compensation limit for eligible directors is ¥30 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
From the date of allocation until the date on which the recipient leaves the position of director, executive officer or employee of the Company or any of its subsidiaries. However, if the date of departure is on or before 30 September 2027, the period will continue until 1 October 2027.
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the period, provided that the recipient has continuously held a position as a director, executive officer or employee of the Company or any of its subsidiaries from the start date of this restricted period until the first annual general meeting of shareholders of the Company thereafter. In the event of departure or other circumstances for a legitimate reason, the restrictions will be lifted for the number of shares calculated based on the number of months of service.
Reason for acquisition without consideration
If, before the day preceding the first annual general meeting of shareholders following the start date of this restricted period, the recipient leaves office or retires for any reason other than expiry of the term of office, reaching the retirement age, death or other legitimate reasons. If any shares remain subject to transfer restrictions upon expiry of the period. If any shares remain subject to transfer restrictions in connection with a corporate reorganisation or similar event.
Categories and Number of Persons Covered
5 directors of the Company: 7,500 shares; 8 executive officers of the Company: 2,400 shares
Intended allottee's holding policy
The shares will be held and maintained in designated accounts opened with Tokai Tokyo Securities Co., Ltd. until the transfer restrictions are lifted. During the restricted period, the shares may not be transferred to a third party, pledged, subject to a security interest by way of transfer, gifted during the donor's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
23 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 24 September 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥539. The discount and premium rates are 0% (the same as the closing price).
Impact on Business Performance
No statement is provided regarding the impact of this matter on business performance.
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 of9,900 common shares (7,500 shares for 5 directors and 2,400 shares for 8 executive officers)
Issue price and disposal price¥539 per share
Total issue value¥5,336,100
Amount of funds to be raisedTotal payment amount: ¥5,336,100; estimated net proceeds: Not disclosed (the treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables)
Payment date23 October 2026
Intended allotteeCategory 5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 7,500 shares, Category 8 of the Company's executive officers / Number of Shares 2,400 shares
Intended allottee's holding policyThe shares will be held and maintained in designated accounts opened with Tokai Tokyo Securities Co., Ltd. until the transfer restrictions are lifted. During the restricted period, the shares may not be transferred to a third party, pledged, subject to a security interest by way of transfer, gifted during the donor's lifetime, bequeathed or otherwise disposed of in any manner.
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 shares on the Tokyo Stock Exchange on 24 September 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥539. The discount and premium rates are 0% (the same as the closing price).
Transfer restriction periodFrom the date of allocation until the date on which the recipient leaves the position of director, executive officer or employee of the Company or any of its subsidiaries. However, if the date of departure is on or before 30 September 2027, the period will continue until 1 October 2027.
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the period, provided that the recipient has continuously held a position as a director, executive officer or employee of the Company or any of its subsidiaries from the start date of this restricted period until the first annual general meeting of shareholders of the Company thereafter. In the event of departure or other circumstances for a legitimate reason, the restrictions will be lifted for the number of shares calculated based on the number of months of service.
Reason for acquisition without considerationIf, before the day preceding the first annual general meeting of shareholders following the start date of this restricted period, the recipient leaves office or retires for any reason other than expiry of the term of office, reaching the retirement age, death or other legitimate reasons. If any shares remain subject to transfer restrictions upon expiry of the period. If any shares remain subject to transfer restrictions in connection with a corporate reorganisation or similar event.
Categories and Number of Persons Covered5 directors of the Company: 7,500 shares; 8 executive officers of the Company: 2,400 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥5,336,100 (the annual compensation limit for eligible directors is ¥30 million or less)
Impact on Business PerformanceNo statement is provided regarding the impact of this matter on business performance.
Items this document does not state (12)
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 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 the eligible directors and others with an incentive to sustainably enhance the Company’s corporate value and to further promote the sharing of value with shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sasatoku Printing Co.,Ltd. (3958) timely disclosure | Komori