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Share Issuance and Disposal4206Aica Kogyo Company,LimitedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,000 treasury shares to 4 directors as restricted stock compensation. The disposal price is ¥3,574 per share, and the transfer restriction period will be 30 years.

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Direction
Neutral
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Scale
12000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,000Shares

12,000 common shares (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 12,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,574 per share
Total issue value

¥42,888,000

Total Stock-Based Compensation
Total monetary remuneration claims: ¥42,888,000. The remuneration limit under the plan is no more than ¥60 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
22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. If the director retires upon expiration of the term of office, reaching the retirement age or for another legitimate reason, including death, the restrictions will be lifted immediately after retirement with respect to the shares calculated using the prescribed method. In the event of a corporate reorganization or similar transaction, the restrictions will also be partially lifted using the prescribed method.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 12,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period is from 22 July 2026 to 21 July 2056.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,574. No specific discount or premium was disclosed.
Procedures under the Corporate Code of Conduct
The Company filed a securities notification under the Financial Instruments and Exchange Act. No disclosure was made regarding obtaining an opinion from an independent third party or confirming shareholders' intentions.
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 of12,000 common shares (treasury shares)
Issue price and disposal price¥3,574 per share
Total issue value¥42,888,000
Payment date22 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 12,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The transfer restriction period is from 22 July 2026 to 21 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,574. No specific discount or premium was disclosed.
Transfer restriction period22 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. If the director retires upon expiration of the term of office, reaching the retirement age or for another legitimate reason, including death, the restrictions will be lifted immediately after retirement with respect to the shares calculated using the prescribed method. In the event of a corporate reorganization or similar transaction, the restrictions will also be partially lifted using the prescribed method.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 12,000 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥42,888,000. The remuneration limit under the plan is no more than ¥60 million per year.
Procedures under the Corporate Code of ConductThe Company filed a securities notification under the Financial Instruments and Exchange Act. No disclosure was made regarding obtaining an opinion from an independent third party or confirming shareholders' intentions.
Items this document does not state (14)
Amount of funds to be raisedEstimated 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 provide the eligible directors with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Aica Kogyo Company,Limited (4206) timely disclosure | Komori