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Share Issuance and Disposal4221Okura Industrial Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,100 treasury shares to 6 directors as restricted stock compensation. The transfer restrictions will be lifted upon retirement or based on the recipient's status during the period of service through the first annual general meeting of shareholders, among other factors.

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Direction
Neutral
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Scale
9100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,100Shares

9,100 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 9,100 shares

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

¥4,490 per share
Total issue value

¥40,859,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥40,859,000. The annual compensation limit is ¥100 million or less.
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
From 8 April 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company from 8 April 2026 through the date of the first annual general meeting of shareholders to be held thereafter. If the recipient retires for a valid reason, the restrictions will be partially lifted in proportion to the number of months served.
Reason for acquisition without consideration
If the recipient retires without a valid reason before the day preceding the date of the first annual general meeting of shareholders to be held thereafter, or if any shares remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 9,100 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
8 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 March 2026, ¥4,490. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 106th annual general meeting of shareholders held on 24 March 2026, approval was obtained for amendments to the system setting the total amount of monetary compensation claims at ¥100 million or less per year and the total number of shares allocated in each fiscal year at 20,000 shares or less.
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 of9,100 common shares of the Company (treasury shares)
Issue price and disposal price¥4,490 per share
Total issue value¥40,859,000
Payment date8 April 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 9,100 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
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 shares on the Tokyo Stock Exchange on 23 March 2026, ¥4,490. No discount or premium applies.
Transfer restriction periodFrom 8 April 2026 until the date on which the recipient retires from both the position of director and the position of executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold either the position of director or executive officer of the Company from 8 April 2026 through the date of the first annual general meeting of shareholders to be held thereafter. If the recipient retires for a valid reason, the restrictions will be partially lifted in proportion to the number of months served.
Reason for acquisition without considerationIf the recipient retires without a valid reason before the day preceding the date of the first annual general meeting of shareholders to be held thereafter, or if any shares remain subject to transfer restrictions when the transfer restriction period expires. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 9,100 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥40,859,000. The annual compensation limit is ¥100 million or less.
Procedures under the Corporate Code of ConductAt the 106th annual general meeting of shareholders held on 24 March 2026, approval was obtained for amendments to the system setting the total amount of monetary compensation claims at ¥100 million or less per year and the total number of shares allocated in each fiscal year at 20,000 shares or less.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 enable the eligible directors to share with shareholders both the benefits and risks of share price fluctuations, enhance their motivation to contribute to increases in the share price and corporate value, and promote management actions that contribute to further increases in shareholder value and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Okura Industrial Co.,Ltd. (4221) timely disclosure | Komori