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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

日本曹達 resolved to dispose of 15,600 treasury shares to 4 directors and 11 executive officers as restricted stock compensation. The total disposal amount is ¥56,394,000, and the shares may not be transferred for a specified period, until retirement or resignation, or otherwise.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,600Shares

15,600 common shares of the Company (treasury shares)

4 directors (excluding directors who are Audit and Supervisory Committee members, outside directors and part-time directors)9,400 shares
11 executive officers6,200 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.

¥3,615 per share
Total issue value

¥56,394,000

Amount of funds to be raised
Total payment amount: ¥56,394,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥56,394,000. The annual limit on compensation receivables for the eligible directors is ¥60 million.
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 the payment date until the later of the date on which the recipient retires or resigns from the final position held as a director, executive officer, adviser, employee or other equivalent position of the Company, or the date on which the prescribed securities reports or other documents are filed.
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in the prescribed position until the conclusion of the first annual general meeting of shareholders held after the payment date, all restrictions will be lifted upon retirement or resignation for a valid reason or due to death. If the recipient retires or resigns for a valid reason or due to death during the restriction period, restrictions will be lifted on the number of shares calculated in proportion to the period of service. In the event of a corporate reorganization, restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without consideration
If the recipient retires or resigns from the prescribed position without a valid reason, or if any shares remain subject to restrictions when the restrictions are scheduled to be lifted.
Stock Split Ratio2 shares for each share, effective 1 October 2024
Categories and Number of Persons Covered
Directors (excluding directors who are Audit and Supervisory Committee Members, outside directors and part-time directors): 4 people and 9,400 shares; executive officers: 11 people and 6,200 shares
Intended allottee's holding policy
The shares will be subject to transfer restrictions from the payment date until the date of retirement or resignation, or otherwise, and will be held and maintained in dedicated accounts until the restrictions are lifted.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of ¥3,615 on the Tokyo Stock Exchange on 2 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution. No discount or premium applies.
Impact on Business Performance
No specific impact on business performance is stated in the disclosure.
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 of15,600 common shares of the Company (treasury shares)
Issue price and disposal price¥3,615 per share
Total issue value¥56,394,000
Amount of funds to be raisedTotal payment amount: ¥56,394,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 4 directors (excluding directors who are Audit and Supervisory Committee members, outside directors and part-time directors) / Number of Shares 9,400 shares, Name 11 executive officers / Number of Shares 6,200 shares
Intended allottee's holding policyThe shares will be subject to transfer restrictions from the payment date until the date of retirement or resignation, or otherwise, and will be held and maintained in dedicated accounts until the restrictions are lifted.
Basis for determining the amount to be paidThe closing price of ¥3,615 on the Tokyo Stock Exchange on 2 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution. No discount or premium applies.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient retires or resigns from the final position held as a director, executive officer, adviser, employee or other equivalent position of the Company, or the date on which the prescribed securities reports or other documents are filed.
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in the prescribed position until the conclusion of the first annual general meeting of shareholders held after the payment date, all restrictions will be lifted upon retirement or resignation for a valid reason or due to death. If the recipient retires or resigns for a valid reason or due to death during the restriction period, restrictions will be lifted on the number of shares calculated in proportion to the period of service. In the event of a corporate reorganization, restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without considerationIf the recipient retires or resigns from the prescribed position without a valid reason, or if any shares remain subject to restrictions when the restrictions are scheduled to be lifted.
Categories and Number of Persons CoveredDirectors (excluding directors who are Audit and Supervisory Committee Members, outside directors and part-time directors): 4 people and 9,400 shares; executive officers: 11 people and 6,200 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥56,394,000. The annual limit on compensation receivables for the eligible directors is ¥60 million.
Stock Split Ratio2 shares for each share, effective 1 October 2024
Impact on Business PerformanceNo specific impact on business performance is stated in the disclosure.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures under the Corporate Code of ConductMost 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 promote the sharing of value with shareholders and further enhance the recipients’ motivation to contribute to increasing the Company’s corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Soda Co.,Ltd. (4041) timely disclosure | Komori