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Share Issuance and Disposal4088AIR WATER INC.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Resolved to dispose of 4,208 treasury shares at ¥2,851 per share to 2 directors and 1 executive officer as restricted stock compensation.

Worth reading
43Recurring
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Direction
Neutral
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Scale
4208
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,208Shares

4,208 treasury shares

2 Directors of the Company (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors)3,419 shares
1 of the Company's executive officers789 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.

¥2,851 per share
Total issue value

¥11,997,008

Amount of funds to be raised
Total payment amount: ¥11,997,008. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥11,997,008. The annual compensation limit for the applicable directors is ¥150 million.
発行済株式総数

0.002% (against 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
From 2 November 2026 through 1 November 2056 (30 years)
Conditions for lifting transfer restrictions
All shares held will be released from the transfer restrictions upon expiration of the period, provided that the holder remains in one of the applicable positions continuously through the date of the first annual general meeting of shareholders held after 2 November 2026. If the holder leaves office or employment upon expiration of the term of office, reaching the retirement age, death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the number of months in office. In the event of a corporate reorganisation or similar event, the restrictions will also be lifted for the number of shares prescribed according to the applicable number of months.
Reason for acquisition without consideration
If the holder leaves the applicable position or employment without legitimate reason by the day before the first annual general meeting of shareholders held after the start of the restricted transfer period. If any shares remain subject to transfer restrictions at the expiration of the period. If the holder leaves office or employment in connection with a corporate reorganisation or similar event and any shares remain subject to transfer restrictions.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors, 3,419 shares; 1 executive officer of the Company, 789 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. They will be held and maintained in an account designated by SMBC Nikko Securities until the transfer restrictions are lifted.
Payment date
2 November 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 7 October 2026 was ¥2,851. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
Approval has been obtained at the annual general meeting of shareholders held on 26 June 2019 and the extraordinary general meeting of shareholders held on 22 September 2026 for the restricted stock compensation plan, the compensation limits and related matters.
Impact on Business Performance
The dilution resulting from this disposal of treasury shares is immaterial and is considered reasonable in light of the purpose of the plan.
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 of4,208 treasury shares
Issue price and disposal price¥2,851 per share
Total issue value¥11,997,008
Amount of funds to be raisedTotal payment amount: ¥11,997,008. Estimated net proceeds: Not disclosed
Payment date2 November 2026
Intended allotteeName 2 Directors of the Company (excluding Directors who are Audit and Supervisory Committee Members and Outside Directors) / Number of Shares 3,419 shares, Name 1 of the Company's executive officers / Number of Shares 789 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. They will be held and maintained in an account designated by SMBC Nikko Securities until the transfer restrictions are lifted.
Dilution Rate0.002% (against 229,755,057 issued shares as of 31 March 2026)
Total number of issued shares229,755,057 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 7 October 2026 was ¥2,851. No discount or premium rate was stated.
Transfer restriction periodFrom 2 November 2026 through 1 November 2056 (30 years)
Conditions for lifting transfer restrictionsAll shares held will be released from the transfer restrictions upon expiration of the period, provided that the holder remains in one of the applicable positions continuously through the date of the first annual general meeting of shareholders held after 2 November 2026. If the holder leaves office or employment upon expiration of the term of office, reaching the retirement age, death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the number of months in office. In the event of a corporate reorganisation or similar event, the restrictions will also be lifted for the number of shares prescribed according to the applicable number of months.
Reason for acquisition without considerationIf the holder leaves the applicable position or employment without legitimate reason by the day before the first annual general meeting of shareholders held after the start of the restricted transfer period. If any shares remain subject to transfer restrictions at the expiration of the period. If the holder leaves office or employment in connection with a corporate reorganisation or similar event and any shares remain subject to transfer restrictions.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors, 3,419 shares; 1 executive officer of the Company, 789 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥11,997,008. The annual compensation limit for the applicable directors is ¥150 million.
Procedures under the Corporate Code of ConductApproval has been obtained at the annual general meeting of shareholders held on 26 June 2019 and the extraordinary general meeting of shareholders held on 22 September 2026 for the restricted stock compensation plan, the compensation limits and related matters.
Impact on Business PerformanceThe dilution resulting from this disposal of treasury shares is immaterial and is considered reasonable in light of the purpose of the plan.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AIR WATER INC. (4088) timely disclosure | Komori