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Share Issuance and Disposal4021Nissan Chemical CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to a Performance-Linked Share-Based Compensation Plan

The Company resolved to dispose of 271,000 treasury shares to the trust account in order to continue the performance-linked stock compensation plan. The total disposal price is ¥2,049,573,000, which will be used for future stock benefits to directors and other eligible recipients under the plan.

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Neutral
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Scale
271000
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares in connection with an additional contribution to a performance-based stock compensation plan

Who receives how much271,000Shares

271,000 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account): 271,000 shares

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

¥7,563 per share
Total issue value

¥2,049,573,000

発行済株式総数

0.20% of total issued shares and 0.20% of total voting rights

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.

Categories and Number of Persons Covered
Directors (excluding outside directors), executive officers and executive fellows. No breakdown of the number of recipients or shares allocated is provided.
Intended allottee's holding policy
The trust account will hold and dispose of the Company's shares for the operation of the plan and will use them to provide benefits to directors and other eligible recipients.
Payment date
24 August 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 date of the Board of Directors' resolution, ¥7,563. No discount or premium.
Procedures under the Corporate Code of Conduct
The plan was introduced pursuant to resolutions adopted at the 149th Annual General Meeting of Shareholders held on 26 June 2019, the 151st Annual General Meeting of Shareholders held on 25 June 2021 and the 156th Annual General Meeting of Shareholders held on 25 June 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with an additional contribution to a performance-based stock compensation plan
Number of shares to be issued or disposed of271,000 common shares (treasury shares)
Issue price and disposal price¥7,563 per share
Total issue value¥2,049,573,000
Payment date24 August 2026
Intended allotteeJapan Custody Bank, Ltd. (Trust E Account): 271,000 shares
Intended allottee's holding policyThe trust account will hold and dispose of the Company's shares for the operation of the plan and will use them to provide benefits to directors and other eligible recipients.
Dilution Rate0.20% of total issued shares and 0.20% of total voting rights
Total number of issued shares134,800,000 shares → Not disclosed
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 date of the Board of Directors' resolution, ¥7,563. No discount or premium.
Categories and Number of Persons CoveredDirectors (excluding outside directors), executive officers and executive fellows. No breakdown of the number of recipients or shares allocated is provided.
Procedures under the Corporate Code of ConductThe plan was introduced pursuant to resolutions adopted at the 149th Annual General Meeting of Shareholders held on 26 June 2019, the 151st Annual General Meeting of Shareholders held on 25 June 2021 and the 156th Annual General Meeting of Shareholders held on 25 June 2026.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 trust will acquire the shares expected to be required for future benefits in connection with the continuation of the plan. The number of shares also corresponds to the estimated number of shares to be delivered over the 3 fiscal years from the fiscal year ending 31 March 2026 through the fiscal year ending 31 March 2028, and the Company determined that the resulting dilution was reasonable.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to a Performance-Linked Share-Based Compensation Plan | Nissan Chemical Corporation (4021) timely disclosure | Komori