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Share Issuance and Disposal4027TAYCA CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,383 treasury shares to 5 directors and 6 executive officers as restricted stock compensation. The total disposal amount is ¥20,261,711, and the shares generally may not be transferred until the recipient leaves office.

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8383
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

8,383 common shares of the Company (5 directors: 6,302 shares; 6 executive officers: 2,081 shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 6,302 shares
Executive officers of the Company (excluding executive officers who concurrently serve as directors)6 / 2,081 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.

¥2,417 per share
Total issue value

¥20,261,711

Total Stock-Based Compensation
Total monetary claims: ¥20,261,711. The compensation limit for eligible directors is ¥30 million per year and 25,000 shares per year. No compensation limit is stated for executive officers.
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 20 August 2026 until immediately after the recipient leaves the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or executive officer of the Company throughout the applicable service period, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient leaves office upon expiration of the term or for another legitimate reason, the number of shares corresponding to the period in office will be released immediately after departure.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares held by that recipient without consideration. Shares for which the transfer restrictions are not released will also be acquired without consideration.
Categories and Number of Persons Covered
Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 5 people, 6,302 shares; executive officers of the Company (excluding executive officers who also serve as directors): 6 people, 2,081 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. The transfer restriction period runs from 20 August 2026 until immediately after the recipient leaves the position of director or executive officer of the Company.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,417. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Committee for consultation.
Most recent equity financing
Timing 10 May 2023 and 27 June 2023 / Type Approval of the introduction of a restricted stock compensation plan and the issuance or disposal limit for shares under the plan / Amount ¥30 million per year and 25,000 shares per year
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 of8,383 common shares of the Company (5 directors: 6,302 shares; 6 executive officers: 2,081 shares)
Issue price and disposal price¥2,417 per share
Total issue value¥20,261,711
Payment date20 August 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 6,302 shares, Name Executive officers of the Company (excluding executive officers who concurrently serve as directors) / Number of Employees 6 / Number of Shares 2,081 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. The transfer restriction period runs from 20 August 2026 until immediately after the recipient leaves the position of director or executive officer of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,417. No discount or premium is stated.
Transfer restriction periodFrom 20 August 2026 until immediately after the recipient leaves the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or executive officer of the Company throughout the applicable service period, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient leaves office upon expiration of the term or for another legitimate reason, the number of shares corresponding to the period in office will be released immediately after departure.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified event set out in the allocation agreement, the Company will acquire all of the allocated shares held by that recipient without consideration. Shares for which the transfer restrictions are not released will also be acquired without consideration.
Categories and Number of Persons CoveredDirectors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors): 5 people, 6,302 shares; executive officers of the Company (excluding executive officers who also serve as directors): 6 people, 2,081 shares
Total Stock-Based CompensationTotal monetary claims: ¥20,261,711. The compensation limit for eligible directors is ¥30 million per year and 25,000 shares per year. No compensation limit is stated for executive officers.
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation.
Most recent equity financingTiming 10 May 2023 and 27 June 2023 / Type Approval of the introduction of a restricted stock compensation plan and the issuance or disposal limit for shares under the plan / Amount ¥30 million per year and 25,000 shares per year
Items this document does not state (13)
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 RatioMajor 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 provide an incentive for the sustained enhancement of corporate value and promote value sharing with shareholders, as well as further enhance the motivation of the eligible directors and executive officers.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAYCA CORPORATION (4027) timely disclosure | Komori