Komori
Share Issuance and Disposal4186TOKYO OHKA KOGYO CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,615 treasury shares to 27 directors, executive officers, executive fellows and employees as restricted stock compensation. The transfer restriction period is 30 years from 1 May 2026.

Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
22615
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,615Shares

22,615 common shares (treasury shares)

Directors (excluding directors who are Audit and Supervisory Committee members, outside directors and directors not engaged in the execution of business)5 / 11,125 shares
Executive officers who do not concurrently serve as directors9 / 9,050 shares
Executive Fellow2 / 1,000 shares
Employees11 / 1,440 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.

¥7,471 per share
Total issue value

¥168,956,665

Amount of funds to be raised
Total payment amount: ¥168,956,665. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total of monetary compensation receivables and monetary receivables: ¥168,956,665
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
1 May 2026 to 30 April 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, executive officer, executive fellow or employee of the Company during the transfer restriction period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation upon expiration of the recipient's term of office, mandatory retirement or another legitimate reason, or in the event of death, the restrictions will be lifted for the number of shares corresponding to the recipient's period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or when the transfer restrictions are lifted. The Company will also acquire without consideration any shares for which the restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered
5 directors: 11,125 shares; 9 executive officers who do not concurrently serve as directors: 9,050 shares; 2 executive fellows: 1,000 shares; 11 employees: 1,440 shares
Intended allottee's holding policy
This is a program designed to promote long-term share ownership. During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
1 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 2 April 2026 was ¥7,471. The price was based on the closing price on the business day immediately preceding the date of the Board of Directors' resolution and is stated not to be a particularly favorable price. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Advisory Committee, chaired by an outside director.
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 of22,615 common shares (treasury shares)
Issue price and disposal price¥7,471 per share
Total issue value¥168,956,665
Amount of funds to be raisedTotal payment amount: ¥168,956,665. Estimated net proceeds: Not disclosed
Payment date1 May 2026
Intended allotteeName Directors (excluding directors who are Audit and Supervisory Committee members, outside directors and directors not engaged in the execution of business) / Number of Employees 5 / Number of Shares 11,125 shares, Name Executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of Shares 9,050 shares, Name Executive Fellow / Number of Employees 2 / Number of Shares 1,000 shares, Name Employees / Number of Employees 11 / Number of Shares 1,440 shares
Intended allottee's holding policyThis is a program designed to promote long-term share ownership. During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 2 April 2026 was ¥7,471. The price was based on the closing price on the business day immediately preceding the date of the Board of Directors' resolution and is stated not to be a particularly favorable price. Discount rate/premium rate: Not disclosed
Transfer restriction period1 May 2026 to 30 April 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, executive officer, executive fellow or employee of the Company during the transfer restriction period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation upon expiration of the recipient's term of office, mandatory retirement or another legitimate reason, or in the event of death, the restrictions will be lifted for the number of shares corresponding to the recipient's period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or when the transfer restrictions are lifted. The Company will also acquire without consideration any shares for which the restrictions are not lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered5 directors: 11,125 shares; 9 executive officers who do not concurrently serve as directors: 9,050 shares; 2 executive fellows: 1,000 shares; 11 employees: 1,440 shares
Total Stock-Based CompensationTotal of monetary compensation receivables and monetary receivables: ¥168,956,665
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Advisory Committee, chaired by an outside director.
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 promote long-term share ownership and align the interests of the recipients with those of shareholders, while further enhancing the motivation of each recipient.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKYO OHKA KOGYO CO.,LTD. (4186) timely disclosure | Komori