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Share Issuance and Disposal4028ISHIHARA SANGYO KAISHA,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 13,530 treasury shares to grant restricted stock to eligible employees of the Company and its subsidiaries through the employee stock ownership association. The actual number of shares will be determined at a later date based on factors including the number of employees consenting to participate in the plan.

Worth reading
51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
13530
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)

Who receives how much13,530Shares

13,530 common shares of the Company (maximum; treasury shares)

Ishihara Sangyo Kaisha Employee Stock Ownership Association13,530 shares (maximum)

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

¥3,090 per share
Total issue value

¥41,807,700 (maximum)

Amount of funds to be raised
Total payment amount of ¥41,807,700 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary claims of ¥41,807,700 (maximum; annual amount)
発行済株式総数

0.03% of total shares outstanding and 0.04% 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.

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 31 October 2026 until the date on which each eligible employee retires from their position as an employee of the Company or one of its subsidiaries while retaining membership in the employee stock ownership association
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the employee stock ownership association continuously from 31 October 2026 through 30 October 2027, all of the shares allotted under this arrangement corresponding to that employee's interest will be released from the transfer restrictions upon expiration of the restricted transfer period. In the event of withdrawal from the association due to mandatory retirement or another legitimate reason, the restrictions will be released in proportion to the number of months of employment.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions upon expiration of the restricted transfer period or when the transfer restrictions are released.
Categories and Number of Persons Covered
286 eligible employees of the Company and its subsidiaries, with 13,530 shares granted (breakdown: 38 employees in positions equivalent to M3/P3, 2,926 shares; 59 employees in positions equivalent to M2/P2, 3,422 shares; and 189 employees in positions equivalent to M1/P1, 7,182 shares)
Intended allottee's holding policy
During the restricted transfer period, transfers, the creation of security interests and other dispositions will be prohibited until the eligible employee retires, and the shares will be managed in a dedicated account.
Payment date
31 October 2026
Basis for determining the amount to be paid
The closing price of ¥3,090 on the Prime Market of the Tokyo Stock Exchange on 6 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 6.48% for the one-month period from 7 July to 6 August 2026, 4.67% for the three-month period from 7 May to 6 August 2026, and 1.18% for the six-month period from 7 February to 6 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price was appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Number of shares to be issued or disposed of13,530 common shares of the Company (maximum; treasury shares)
Issue price and disposal price¥3,090 per share
Total issue value¥41,807,700 (maximum)
Amount of funds to be raisedTotal payment amount of ¥41,807,700 (maximum); estimated net proceeds Not disclosed
Payment date31 October 2026
Intended allotteeName Ishihara Sangyo Kaisha Employee Stock Ownership Association / Number of Shares 13,530 shares (maximum)
Intended allottee's holding policyDuring the restricted transfer period, transfers, the creation of security interests and other dispositions will be prohibited until the eligible employee retires, and the shares will be managed in a dedicated account.
Dilution Rate0.03% of total shares outstanding and 0.04% of total voting rights
Total number of issued shares40,383,943 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥3,090 on the Prime Market of the Tokyo Stock Exchange on 6 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 6.48% for the one-month period from 7 July to 6 August 2026, 4.67% for the three-month period from 7 May to 6 August 2026, and 1.18% for the six-month period from 7 February to 6 August 2026.
Transfer restriction periodFrom 31 October 2026 until the date on which each eligible employee retires from their position as an employee of the Company or one of its subsidiaries while retaining membership in the employee stock ownership association
Conditions for lifting transfer restrictionsProvided that the eligible employee remains a member of the employee stock ownership association continuously from 31 October 2026 through 30 October 2027, all of the shares allotted under this arrangement corresponding to that employee's interest will be released from the transfer restrictions upon expiration of the restricted transfer period. In the event of withdrawal from the association due to mandatory retirement or another legitimate reason, the restrictions will be released in proportion to the number of months of employment.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions upon expiration of the restricted transfer period or when the transfer restrictions are released.
Categories and Number of Persons Covered286 eligible employees of the Company and its subsidiaries, with 13,530 shares granted (breakdown: 38 employees in positions equivalent to M3/P3, 2,926 shares; 59 employees in positions equivalent to M2/P2, 3,422 shares; and 189 employees in positions equivalent to M1/P1, 7,182 shares)
Total Stock-Based CompensationMonetary claims of ¥41,807,700 (maximum; annual amount)
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price was appropriate.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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.

To support the asset building of eligible employees, provide incentives for the sustainable enhancement of the Company's corporate value, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | ISHIHARA SANGYO KAISHA,LTD. (4028) timely disclosure | Komori