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Share Issuance and Disposal4229Gun Ei Chemical Industry Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 2,750 treasury shares as restricted stock compensation to 6 directors and executive officers. The disposal price is ¥4,670 per share, for a total of ¥12,842,500.

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2750
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,750Shares

2,750 common shares (treasury shares)

4 of the Company's director-executive officers (excluding directors who are Audit & Supervisory Committee Members)2,664 shares
2 executive officers who do not concurrently serve as directors of the Company86 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.

¥4,670 per share
Total issue value

¥12,842,500

Amount of funds to be raised
Total payment amount: ¥12,842,500; approximate net proceeds: not stated
Total Stock-Based Compensation
Total monetary claims: ¥12,842,500. The annual compensation limit for director-executive officers is ¥30 million or less.
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 24 July 2026 until immediately after the recipient ceases to hold or leaves any position as a director of the Company (excluding a director who is an Audit & Supervisory Committee Member) or as an executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds an eligible position throughout the service period, the transfer restrictions on all shares will be lifted upon expiry of the transfer restriction period. If the recipient ceases to hold or leaves the position upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the recipient ceases to hold or leaves the position.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations or otherwise falls under any of the circumstances stipulated in the allocation agreement during the restriction period, the Company will acquire all of the shares held by the recipient without compensation. The Company will also acquire without compensation any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
Category Director-executive officers (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 2,664 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 86 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 shares will be managed in a dedicated account.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,670. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The matter was reviewed by the Nomination and Compensation Advisory Committee. The system, compensation limits and other related matters were approved at the annual general meeting of shareholders held on 23 June 2023.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of2,750 common shares (treasury shares)
Issue price and disposal price¥4,670 per share
Total issue value¥12,842,500
Amount of funds to be raisedTotal payment amount: ¥12,842,500; approximate net proceeds: not stated
Payment date24 July 2026
Intended allotteeName 4 of the Company's director-executive officers (excluding directors who are Audit & Supervisory Committee Members) / Number of Shares 2,664 shares, Name 2 executive officers who do not concurrently serve as directors of the Company / Number of Shares 86 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 shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,670. No discount or premium applies.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient ceases to hold or leaves any position as a director of the Company (excluding a director who is an Audit & Supervisory Committee Member) or as an executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds an eligible position throughout the service period, the transfer restrictions on all shares will be lifted upon expiry of the transfer restriction period. If the recipient ceases to hold or leaves the position upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after the recipient ceases to hold or leaves the position.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations or otherwise falls under any of the circumstances stipulated in the allocation agreement during the restriction period, the Company will acquire all of the shares held by the recipient without compensation. The Company will also acquire without compensation any shares for which the restrictions are not lifted.
Categories and Number of Persons CoveredCategory Director-executive officers (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 4 / Number of allocated shares 2,664 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 86 shares
Total Stock-Based CompensationTotal monetary claims: ¥12,842,500. The annual compensation limit for director-executive officers is ¥30 million or less.
Procedures under the Corporate Code of ConductThe matter was reviewed by the Nomination and Compensation Advisory Committee. The system, compensation limits and other related matters were approved at the annual general meeting of shareholders held on 23 June 2023.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (12)
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 offering

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 recipients with an incentive to achieve sustained growth in corporate value, promote value sharing with shareholders, and further enhance the motivation of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Gun Ei Chemical Industry Co.,Ltd. (4229) timely disclosure | Komori