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Share Issuance and Disposal4078Sakai Chemical Industry Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,500 treasury shares as restricted stock compensation for 4 directors, excluding outside directors. The total disposal price is ¥26 million, and the shares will be subject to transfer restrictions for up to 20 years.

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43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
6500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,500Shares

6,500 treasury shares

4 of the Company's directors, excluding outside directors6,500 shares

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

¥4,000 per share
Total issue value

¥26,000,000

Total Stock-Based Compensation
Monetary compensation receivables totaling ¥26,000,000. The compensation limit is ¥120,000,000 per year, and the annual allocation is limited to 100,000 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
6 August 2026 to 5 August 2046 (20 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains a director of the Company continuously through the date of the first Annual General Meeting of Shareholders held after 6 August 2026, all of the allocated shares held at the end of the transfer restriction period will be released from the restrictions. In the event of retirement for a justifiable reason or other similar circumstances, the restrictions will be released immediately after retirement for the number of shares corresponding to the months of service.
Reason for acquisition without consideration
The Company will acquire without consideration any shares that remain subject to transfer restrictions at the end of the transfer restriction period. If the recipient retires during the prescribed period without a justifiable reason, the Company will also automatically acquire the relevant shares without consideration.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 6,500 shares in total
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 21 July 2026, ¥4,000. There is no discount or premium.
Procedures under the Corporate Code of Conduct
At the 123rd Annual General Meeting of Shareholders held on 27 June 2018, approval was obtained for the restricted stock compensation plan, the total amount of monetary compensation receivables, the annual number of shares to be allocated, the transfer restriction period and 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 of6,500 treasury shares
Issue price and disposal price¥4,000 per share
Total issue value¥26,000,000
Payment date6 August 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 6,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 21 July 2026, ¥4,000. There is no discount or premium.
Transfer restriction period6 August 2026 to 5 August 2046 (20 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains a director of the Company continuously through the date of the first Annual General Meeting of Shareholders held after 6 August 2026, all of the allocated shares held at the end of the transfer restriction period will be released from the restrictions. In the event of retirement for a justifiable reason or other similar circumstances, the restrictions will be released immediately after retirement for the number of shares corresponding to the months of service.
Reason for acquisition without considerationThe Company will acquire without consideration any shares that remain subject to transfer restrictions at the end of the transfer restriction period. If the recipient retires during the prescribed period without a justifiable reason, the Company will also automatically acquire the relevant shares without consideration.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 6,500 shares in total
Total Stock-Based CompensationMonetary compensation receivables totaling ¥26,000,000. The compensation limit is ¥120,000,000 per year, and the annual allocation is limited to 100,000 shares.
Procedures under the Corporate Code of ConductAt the 123rd Annual General Meeting of Shareholders held on 27 June 2018, approval was obtained for the restricted stock compensation plan, the total amount of monetary compensation receivables, the annual number of shares to be allocated, the transfer restriction period and other matters.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 enable directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their 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 | Sakai Chemical Industry Co.,Ltd. (4078) timely disclosure | Komori