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Share Issuance and Disposal4116Dainichiseika Color & Chemicals Mfg.Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

A total of 19,123 treasury shares will be allocated to 4 directors and 4 executive officers with titles as an in-kind contribution of monetary compensation receivables. The shares will be subject to transfer restrictions for 30 years from 24 July 2026.

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Scale
19123
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,123Shares

19,123 shares of the Company's common stock (treasury shares)

The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors4 / 15,311 shares
The Company's executive officers with titles (excluding executive officers who concurrently serve as directors)4 / 3,812 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.

¥1,055 per share
Total issue value

¥20,174,765

Amount of funds to be raised
As this is an in-kind contribution of monetary compensation receivables, the total payment amount is ¥20,174,765, and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥20,174,765 (of which ¥16,153,105 is attributable to 4 eligible directors). The system-based annual cap on monetary compensation receivables for directors is ¥50 million.
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
24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the period, provided that the recipient has continuously held a position as a director of the Company (excluding directors who are Audit and Supervisory Committee members) or as an executive officer with a title during the transfer restriction period. In cases of departure or retirement due to expiry of a term of office, mandatory retirement, death, or another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted according to the number of months in office or employment.
Reason for acquisition without consideration
Shares for which the restrictions have not been lifted upon expiry of the transfer restriction period; a sentence of imprisonment or a more severe punishment; the filing of a petition for commencement of bankruptcy proceedings or similar proceedings; departure or retirement without a legitimate reason; competition with the Company; a material violation of laws, regulations or internal rules; or any other event specified in the allocation agreement.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Categories and Number of Persons Covered
Category The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 15,311 shares, Category The Company's executive officers with titles (excluding executive officers who concurrently serve as directors) / Number of Employees 4 / Number of allocated shares 3,812 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 23 July 2056.
Payment date
24 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, the business day preceding the date of the Board of Directors resolution, was ¥1,055. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 27 June 2025, approval was obtained for the cap on monetary compensation receivables and the number of shares under this system.
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 of19,123 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,055 per share
Total issue value¥20,174,765
Amount of funds to be raisedAs this is an in-kind contribution of monetary compensation receivables, the total payment amount is ¥20,174,765, and the estimated net proceeds are Not disclosed
Payment date24 July 2026
Intended allotteeName The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of Shares 15,311 shares, Name The Company's executive officers with titles (excluding executive officers who concurrently serve as directors) / Number of Employees 4 / Number of Shares 3,812 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 23 July 2056.
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, the business day preceding the date of the Board of Directors resolution, was ¥1,055. No discount or premium is stated.
Transfer restriction period24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the period, provided that the recipient has continuously held a position as a director of the Company (excluding directors who are Audit and Supervisory Committee members) or as an executive officer with a title during the transfer restriction period. In cases of departure or retirement due to expiry of a term of office, mandatory retirement, death, or another reason deemed legitimate by the Board of Directors, the restrictions will be partially lifted according to the number of months in office or employment.
Reason for acquisition without considerationShares for which the restrictions have not been lifted upon expiry of the transfer restriction period; a sentence of imprisonment or a more severe punishment; the filing of a petition for commencement of bankruptcy proceedings or similar proceedings; departure or retirement without a legitimate reason; competition with the Company; a material violation of laws, regulations or internal rules; or any other event specified in the allocation agreement.
Categories and Number of Persons CoveredCategory The company’s directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 15,311 shares, Category The Company's executive officers with titles (excluding executive officers who concurrently serve as directors) / Number of Employees 4 / Number of allocated shares 3,812 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥20,174,765 (of which ¥16,153,105 is attributable to 4 eligible directors). The system-based annual cap on monetary compensation receivables for directors is ¥50 million.
Stock Split Ratio4 shares for each common share, effective 1 April 2026
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 27 June 2025, approval was obtained for the cap on monetary compensation receivables and the number of shares under this system.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 provide an incentive for the sustainable enhancement of corporate value and promote the sharing of value with shareholders. The disposal price will be based on the closing price on the business day preceding the date of the Board of Directors resolution in order to eliminate arbitrariness.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Dainichiseika Color & Chemicals Mfg.Co.,Ltd. (4116) timely disclosure | Komori