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Share Issuance and Disposal4088AIR WATER INC.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 37,698 treasury shares as restricted stock compensation for directors, executive officers and others. The payment date is 7 August 2026, and the total disposal amount is ¥100,465,170.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much37,698Shares

37,698 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)3 / 19,135 shares
The Company's executive officers15 / 12,188 shares
Directors of subsidiaries of the Company11 / 6,375 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.

¥2,665 per share
Amount of funds to be raised

Total payment amount: ¥100,465,170; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables of ¥100,465,170 (total annual compensation and other remuneration for eligible directors capped at ¥100 million)
発行済株式総数

0.02% (based on 229,755,057 issued shares as of 31 March 2026)

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
7 August 2026 to 6 August 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains in any of the eligible positions continuously until the first annual general meeting of shareholders held after 7 August 2026, all of the allocated shares held at the end of the period will be released from the transfer restrictions. If the recipient leaves office or employment upon expiration of the term of office, retirement at the mandatory retirement age, death or for any other reason deemed justifiable by the Board of Directors, the restrictions will be released in proportion to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient leaves any of the eligible positions before the day preceding the first annual general meeting of shareholders held after the allocation (unless the Board of Directors determines that there is a justifiable reason). If any shares remain subject to transfer restrictions at the end of the period. If the recipient leaves office or employment as a result of a corporate reorganization or similar event and any shares remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 19,135 shares, Category The Company's executive officers / Number of Employees 15 / Number of allocated shares 12,188 shares, Category Directors of subsidiaries of the Company / Number of Employees 11 / Number of allocated shares 6,375 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
7 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 8 July 2026, ¥2,665. No discount or premium rate was stated.
Impact on Business Performance
The dilution resulting from this disposal of treasury shares is immaterial at 0.02%.
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 of37,698 common shares of the Company (treasury shares)
Issue price and disposal price¥2,665 per share
Amount of funds to be raisedTotal payment amount: ¥100,465,170; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 19,135 shares, Name The Company's executive officers / Number of Employees 15 / Number of Shares 12,188 shares, Name Directors of subsidiaries of the Company / Number of Employees 11 / Number of Shares 6,375 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution Rate0.02% (based on 229,755,057 issued shares as of 31 March 2026)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, ¥2,665. No discount or premium rate was stated.
Transfer restriction period7 August 2026 to 6 August 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains in any of the eligible positions continuously until the first annual general meeting of shareholders held after 7 August 2026, all of the allocated shares held at the end of the period will be released from the transfer restrictions. If the recipient leaves office or employment upon expiration of the term of office, retirement at the mandatory retirement age, death or for any other reason deemed justifiable by the Board of Directors, the restrictions will be released in proportion to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient leaves any of the eligible positions before the day preceding the first annual general meeting of shareholders held after the allocation (unless the Board of Directors determines that there is a justifiable reason). If any shares remain subject to transfer restrictions at the end of the period. If the recipient leaves office or employment as a result of a corporate reorganization or similar event and any shares remain subject to transfer restrictions as of the business day preceding the effective date.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 19,135 shares, Category The Company's executive officers / Number of Employees 15 / Number of allocated shares 12,188 shares, Category Directors of subsidiaries of the Company / Number of Employees 11 / Number of allocated shares 6,375 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥100,465,170 (total annual compensation and other remuneration for eligible directors capped at ¥100 million)
Impact on Business PerformanceThe dilution resulting from this disposal of treasury shares is immaterial at 0.02%.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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 enable the eligible recipients 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 | AIR WATER INC. (4088) timely disclosure | Komori