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Share Issuance and Disposal4025TAKI CHEMICAL CO.,LTD.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Pre-Delivery Restricted Stock Compensation

The Company resolved to dispose of 9,072 treasury shares as pre-delivery restricted stock compensation for 5 directors and 9 executive officers and others. The shares will be subject to restrictions on transfer and other dispositions for a specified period, including while the recipients remain in office.

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Neutral
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9072
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as pre-delivery restricted stock compensation

Who receives how much9,072Shares

9,072 common shares of the Company (treasury shares)

5 directors (excluding directors who are Audit and Supervisory Committee members)4,356 shares
9 executive officers and others who are not directors4,716 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.

¥4,820 per share
Total issue value

¥43,727,040

Amount of funds to be raised
Total payment amount: ¥43,727,040; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥43,727,040. The annual compensation limit for monetary compensation claims granted to eligible directors is ¥21 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 24 April 2026 (the payment date) until the date on which the recipient ceases to hold any position as a director or executive officer or other such position of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director or executive officer or other such position of the Company from 24 April 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending December 2026, all transfer restrictions on the allocated shares will be lifted upon expiry of the restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
Upon expiry of the restriction period, the Company will acquire without consideration all shares for which the transfer restrictions have not been lifted. In addition, if a ground for acquisition without consideration specified in the allocated share agreement arises during the restriction period, the Company will acquire without consideration the shares specified in that agreement.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 4,356 shares, Category Executive officers and others who are not directors / Number of Employees 9 / Number of allocated shares 4,716 shares
Intended allottee's holding policy
From 24 April 2026 until the date on which the recipient ceases to hold any position as a director or executive officer or other such position of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution was ¥4,820. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 102nd ordinary general meeting of shareholders held on 30 March 2021, approval was obtained for the payment of monetary compensation claims and the maximum number of shares to be issued or disposed of, among other matters.
Impact on Business Performance
The impact of this matter on business performance was not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as pre-delivery restricted stock compensation
Number of shares to be issued or disposed of9,072 common shares of the Company (treasury shares)
Issue price and disposal price¥4,820 per share
Total issue value¥43,727,040
Amount of funds to be raisedTotal payment amount: ¥43,727,040; estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeCategory 5 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 4,356 shares, Category 9 executive officers and others who are not directors / Number of Shares 4,716 shares
Intended allottee's holding policyFrom 24 April 2026 until the date on which the recipient ceases to hold any position as a director or executive officer or other such position of the Company, the shares may not be transferred, pledged, or otherwise disposed of.
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 shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution was ¥4,820. No discount or premium rate was stated.
Transfer restriction periodFrom 24 April 2026 (the payment date) until the date on which the recipient ceases to hold any position as a director or executive officer or other such position of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director or executive officer or other such position of the Company from 24 April 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending December 2026, all transfer restrictions on the allocated shares will be lifted upon expiry of the restriction period. If the recipient ceases to hold the position due to death, expiration of the term of office, or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationUpon expiry of the restriction period, the Company will acquire without consideration all shares for which the transfer restrictions have not been lifted. In addition, if a ground for acquisition without consideration specified in the allocated share agreement arises during the restriction period, the Company will acquire without consideration the shares specified in that agreement.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 4,356 shares, Category Executive officers and others who are not directors / Number of Employees 9 / Number of allocated shares 4,716 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥43,727,040. The annual compensation limit for monetary compensation claims granted to eligible directors is ¥21 million or less.
Procedures under the Corporate Code of ConductAt the 102nd ordinary general meeting of shareholders held on 30 March 2021, approval was obtained for the payment of monetary compensation claims and the maximum number of shares to be issued or disposed of, among other matters.
Impact on Business PerformanceThe impact of this matter on business performance was 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 an incentive to achieve sustained growth in the Company's corporate value and to realize long-term value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Pre-Delivery Restricted Stock Compensation | TAKI CHEMICAL CO.,LTD. (4025) timely disclosure | Komori