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Share Issuance and Disposal4092Nippon Chemical Industrial Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,379 treasury shares at ¥4,660 per share as restricted stock compensation for 2 directors and 18 executive officers and corporate officers. The payment date is 31 July 2026.

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9379
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,379Shares

9,379 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members)2 / 1,930 shares
The Company's executive officers and trustees18 / 7,449 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.

¥4,660 per share
Total issue value

¥43,706,140

Amount of funds to be raised
Total payment amount: ¥43,706,140; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥43,706,140. The total amount of monetary compensation receivables to be paid to directors as compensation for restricted stock is capped at ¥30 million per year.
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
Directors: from 31 July 2026 until the date on which they cease to serve as directors of the Company. Executive officers and corporate officers: from 31 July 2026 until the date on which they cease to hold or retire from all positions as executive officers and corporate officers of the Company.
Conditions for lifting transfer restrictions
For directors, all of the allotted shares held at the end of the period will be released from the transfer restrictions, provided that the director continuously remains in office until the date of the first annual general meeting of shareholders held after 31 July 2026. For executive officers and corporate officers, all of the allotted shares held at the end of the period will be released from the transfer restrictions, provided that the holder continuously remains in either position until that date. In the event of retirement or resignation for a justifiable reason, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without consideration
If the holder retires or resigns without a justifiable reason between the start date of the applicable transfer restriction period and the day before the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to the transfer restrictions at the end of the transfer restriction period. If any shares remain subject to the transfer restrictions on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 1,930 shares, Category Executive Officers and Councilors / Number of Employees 18 / Number of allocated shares 7,449 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
31 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 30 June 2026, ¥4,660. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 163rd annual general meeting of shareholders held on 24 June 2021, approval was obtained for the introduction of the restricted stock compensation plan, the maximum total amount of monetary compensation receivables, 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 of9,379 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,660 per share
Total issue value¥43,706,140
Amount of funds to be raisedTotal payment amount: ¥43,706,140; estimated net proceeds: Not disclosed
Payment date31 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Employees 2 / Number of Shares 1,930 shares, Category The Company's executive officers and trustees / Number of Employees 18 / Number of Shares 7,449 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to any third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 30 June 2026, ¥4,660. No discount or premium rate is stated.
Transfer restriction periodDirectors: from 31 July 2026 until the date on which they cease to serve as directors of the Company. Executive officers and corporate officers: from 31 July 2026 until the date on which they cease to hold or retire from all positions as executive officers and corporate officers of the Company.
Conditions for lifting transfer restrictionsFor directors, all of the allotted shares held at the end of the period will be released from the transfer restrictions, provided that the director continuously remains in office until the date of the first annual general meeting of shareholders held after 31 July 2026. For executive officers and corporate officers, all of the allotted shares held at the end of the period will be released from the transfer restrictions, provided that the holder continuously remains in either position until that date. In the event of retirement or resignation for a justifiable reason, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without considerationIf the holder retires or resigns without a justifiable reason between the start date of the applicable transfer restriction period and the day before the date of the first annual general meeting of shareholders held thereafter. If any shares remain subject to the transfer restrictions at the end of the transfer restriction period. If any shares remain subject to the transfer restrictions on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of allocated shares 1,930 shares, Category Executive Officers and Councilors / Number of Employees 18 / Number of allocated shares 7,449 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥43,706,140. The total amount of monetary compensation receivables to be paid to directors as compensation for restricted stock is capped at ¥30 million per year.
Procedures under the Corporate Code of ConductAt the 163rd annual general meeting of shareholders held on 24 June 2021, approval was obtained for the introduction of the restricted stock compensation plan, the maximum total amount of monetary compensation receivables, the transfer restriction period and other matters.
Items this document does not state (13)
Estimated 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 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 | Nippon Chemical Industrial Co.,Ltd. (4092) timely disclosure | Komori