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Share Issuance and Disposal4046OSAKA SODA CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,080 treasury shares as restricted stock compensation for 3 directors and 3 executive officers. The shares will be delivered on 7 August 2026 and may not be transferred while the recipients remain in office or employed by the Company.

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Neutral
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Scale
7080
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,080Shares

Treasury shares of common stock: 7,080 shares

3 directors of the Company (excluding outside directors)5,383 shares
3 of the Company's executive officers1,697 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.

¥1,755 per share
Total issue value

¥12,425,400

Amount of funds to be raised
Total amount paid: ¥12,425,400; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥12,425,400. For directors, the compensation limit is ¥50 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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 7 August 2026 until the date on which the recipient retires or resigns from all positions as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company from 7 August 2026 until the date of the first ordinary general meeting of shareholders of the Company held thereafter. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient retires or resigns without a reason deemed valid before the day preceding the date of the first ordinary general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Stock Split RatioA 1-for-5 stock split effective 1 October 2024 (not part of the resolution concerning this disposal)
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,383 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 1,697 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, granted as security by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 17 July 2026, was ¥1,755. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 165th ordinary general meeting of shareholders held on 26 June 2020, approval was obtained for the introduction of the restricted stock compensation plan, the total compensation amount and the maximum number of shares, among other matters.
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 ofTreasury shares of common stock: 7,080 shares
Issue price and disposal price¥1,755 per share
Total issue value¥12,425,400
Amount of funds to be raisedTotal amount paid: ¥12,425,400; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 5,383 shares, Name 3 of the Company's executive officers / Number of Shares 1,697 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, granted as security by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Dilution RateNot applicable (disposal of treasury shares)
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 common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 17 July 2026, was ¥1,755. No discount or premium rate is stated.
Transfer restriction periodFrom 7 August 2026 until the date on which the recipient retires or resigns from all positions as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company from 7 August 2026 until the date of the first ordinary general meeting of shareholders of the Company held thereafter. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient retires or resigns without a reason deemed valid before the day preceding the date of the first ordinary general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If the transfer restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,383 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 1,697 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥12,425,400. For directors, the compensation limit is ¥50 million per year.
Stock Split RatioA 1-for-5 stock split effective 1 October 2024 (not part of the resolution concerning this disposal)
Procedures under the Corporate Code of ConductAt the 165th ordinary general meeting of shareholders held on 26 June 2020, approval was obtained for the introduction of the restricted stock compensation plan, the total compensation amount and the maximum number of shares, among other matters.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | OSAKA SODA CO.,LTD. (4046) timely disclosure | Komori