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Share Issuance and Disposal4041Nippon Soda Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to the Stock Grant Trust (J-ESOP-RS)

The Company resolved to dispose of 250,000 treasury shares to the trust account in order to continue the stock benefit trust for employees. The disposal price is ¥3,700 per share, for a total disposal amount of ¥925 million.

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Scale
250000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with an additional contribution to the Stock Benefit Trust (J-ESOP-RS)

Who receives how much250,000Shares

250,000 common shares (treasury shares)

Japan Custody Bank, Ltd. (Trust E Account)250,000 shares

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

¥3,700 per share
Total issue value

¥925,000,000

Amount of funds to be raised
Total payment amount: ¥925,000,000; estimated net proceeds: Not disclosed
Specific use of funds
Additional contribution of cash to the trust (additional funding of the trust) and operation of the schemeAmount ¥925,000,000 / Scheduled timing of expenditures 29 May 2026
発行済株式総数

0.45% of total shares issued and 0.47% 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
Employees of the Company (the number of employees and allocation by number of shares: Not disclosed)
Intended allottee's holding policy
The trust account is intended to hold and dispose of the Company's shares in operating the scheme.
Payment date
29 May 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, ¥3,700. No discount or premium rate is stated.
Most recent equity financing
Timing 9 February 2024 / Type Board of Directors' resolution concerning the introduction of the Stock Benefit Trust (J-ESOP-RS) / Amount Not disclosed, Timing 6 March 2026 / Type Board of Directors' resolution concerning a partial revision of the Stock Benefit Trust (J-ESOP) / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with an additional contribution to the Stock Benefit Trust (J-ESOP-RS)
Number of shares to be issued or disposed of250,000 common shares (treasury shares)
Issue price and disposal price¥3,700 per share
Total issue value¥925,000,000
Amount of funds to be raisedTotal payment amount: ¥925,000,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Additional contribution of cash to the trust (additional funding of the trust) and operation of the scheme / Amount ¥925,000,000 / Scheduled timing of expenditures 29 May 2026
Payment date29 May 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 250,000 shares
Intended allottee's holding policyThe trust account is intended to hold and dispose of the Company's shares in operating the scheme.
Dilution Rate0.45% of total shares issued and 0.47% of total voting rights
Total number of issued shares55,294,534 shares → 55,294,534 shares(0%)
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, ¥3,700. No discount or premium rate is stated.
Categories and Number of Persons CoveredEmployees of the Company (the number of employees and allocation by number of shares: Not disclosed)
Most recent equity financingTiming 9 February 2024 / Type Board of Directors' resolution concerning the introduction of the Stock Benefit Trust (J-ESOP-RS) / Amount Not disclosed, Timing 6 March 2026 / Type Board of Directors' resolution concerning a partial revision of the Stock Benefit Trust (J-ESOP) / Amount Not disclosed
Items this document does not state (14)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 shares to be delivered to employees in the future as part of the continuation of the stock benefit trust. The Company explains that the number of shares to be disposed of corresponds to the number of shares expected to be delivered over the 5 fiscal years from the fiscal year ending March 2027 through the fiscal year ending March 2031.

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Notice Concerning the Disposal of Treasury Shares in Connection with an Additional Contribution to the Stock Grant Trust (J-ESOP-RS) | Nippon Soda Co.,Ltd. (4041) timely disclosure | Komori