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Share Issuance and Disposal4064Nippon Carbide Industries Company,IncorporatedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,900 treasury shares with transfer restrictions as compensation for its directors and executive officers. The recipients are 3 directors and 4 executive officers, and the total disposal amount is ¥14.586 million.

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14586000
¥
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,900Shares

3,900 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors)2,458 shares
4 executive officers who do not also serve as directors of the Company1,442 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.

¥3,740 per share
Total issue value

¥14,586,000

Amount of funds to be raised
Total payment amount: ¥14,586,000; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation claims held by the recipients)
Total Stock-Based Compensation
Total monetary compensation claims: ¥14,586,000
発行済株式総数

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

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 17 July 2026 until the recipient retires from all positions as a director and executive officer of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the recipient continuously holds a position as a director or executive officer of the Company from 26 June 2026 through the date of the ordinary general meeting of shareholders in the following year. If the recipient retires for a valid reason, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions upon expiration of the transfer restriction period, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 2,458 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 1,442 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions are not lifted.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥3,740. No discount or premium applies.
Impact on Business Performance
No impact on financial results is stated
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 of3,900 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,740 per share
Total issue value¥14,586,000
Amount of funds to be raisedTotal payment amount: ¥14,586,000; estimated net proceeds: Not disclosed (contribution in kind of monetary compensation claims held by the recipients)
Payment date17 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 2,458 shares, Name 4 executive officers who do not also serve as directors of the Company / Number of Shares 1,442 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions are not lifted.
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 25 June 2026, ¥3,740. No discount or premium applies.
Transfer restriction periodFrom 17 July 2026 until the recipient retires from all positions as a director and executive officer of the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted in full upon expiration of the transfer restriction period, provided that the recipient continuously holds a position as a director or executive officer of the Company from 26 June 2026 through the date of the ordinary general meeting of shareholders in the following year. If the recipient retires for a valid reason, the number of shares subject to the lifting of restrictions and the timing of the lifting will be adjusted reasonably.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions upon expiration of the transfer restriction period, or if any shares remain subject to transfer restrictions in connection with 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 2,458 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of allocated shares 1,442 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥14,586,000
Impact on Business PerformanceNo impact on financial results is stated
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 provide the eligible directors and others with an incentive to pursue sustained growth in the Company's corporate value and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Carbide Industries Company,Incorporated (4064) timely disclosure | Komori