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Share Issuance and Disposal4234Sun A.Kaken Company,LimitedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors (excluding Outside Directors), Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) and Executive Officers

The Company resolved to dispose of 27,600 treasury shares as restricted stock through an in-kind contribution of compensation by its directors, Audit & Supervisory Board Members and executive officers. The shares may not be transferred for a specified period, including until the holder loses the relevant position.

Worth reading
48Recurring
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
27600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock

Who receives how much27,600Shares

27,600 common shares (treasury shares)

4 directors of the Company (excluding outside directors)16,300 shares
3 of the Company's Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members)2,100 shares
6 executive officers of the Company9,200 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.

¥688 per share
Total issue value

¥18,988,800

Amount of funds to be raised
Total payment amount: ¥18,988,800; estimated net proceeds: ¥18,988,800 (in-kind contribution of compensation claims)
Total Stock-Based Compensation
¥17,544,000 in monetary compensation claims for 4 directors and 6 executive officers, and ¥1,444,800 in monetary compensation claims for 3 Audit & Supervisory Board Members, for a total of ¥18,988,800
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 the date on which the holder loses the position specified by the Company's Board of Directors
Conditions for lifting transfer restrictions
Provided that the holder continuously remains in the relevant position from 24 July 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. If the holder loses the position due to death or any other reason deemed valid by the Company's Board of Directors, all of the restrictions will be released at the time the position is lost. The restrictions will also be released under prescribed conditions in the event of a corporate reorganization or similar event.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 16,300 shares, Category Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) / Number of Employees 3 / Number of allocated shares 2,100 shares, Category Executive officers / Number of Employees 6 / Number of allocated shares 9,200 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the holder loses the position specified by the Company's Board of Directors, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥688. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 116th annual general meeting of shareholders held on 26 June 2025, approval was obtained for the payment of monetary compensation claims of up to ¥30 million per year to directors and up to ¥10 million per year to Audit & Supervisory Board Members, among other matters.
Most recent equity financing
Timing 23 May 2025 / Type Resolution to introduce a new restricted stock compensation plan for directors and Audit & Supervisory Board Members / Amount Monetary compensation claims of up to ¥30 million per year for directors and ¥10 million per year for Audit & Supervisory Board Members
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
Number of shares to be issued or disposed of27,600 common shares (treasury shares)
Issue price and disposal price¥688 per share
Total issue value¥18,988,800
Amount of funds to be raisedTotal payment amount: ¥18,988,800; estimated net proceeds: ¥18,988,800 (in-kind contribution of compensation claims)
Payment date24 July 2026
Intended allotteeName 4 directors of the Company (excluding outside directors) / Number of Shares 16,300 shares, Name 3 of the Company's Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) / Number of Shares 2,100 shares, Name 6 executive officers of the Company / Number of Shares 9,200 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the holder loses the position specified by the Company's Board of Directors, 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 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥688. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the holder loses the position specified by the Company's Board of Directors
Conditions for lifting transfer restrictionsProvided that the holder continuously remains in the relevant position from 24 July 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. If the holder loses the position due to death or any other reason deemed valid by the Company's Board of Directors, all of the restrictions will be released at the time the position is lost. The restrictions will also be released under prescribed conditions in the event of a corporate reorganization or similar event.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or any other time stipulated in the agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to the transfer restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 16,300 shares, Category Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) / Number of Employees 3 / Number of allocated shares 2,100 shares, Category Executive officers / Number of Employees 6 / Number of allocated shares 9,200 shares
Total Stock-Based Compensation¥17,544,000 in monetary compensation claims for 4 directors and 6 executive officers, and ¥1,444,800 in monetary compensation claims for 3 Audit & Supervisory Board Members, for a total of ¥18,988,800
Procedures under the Corporate Code of ConductAt the 116th annual general meeting of shareholders held on 26 June 2025, approval was obtained for the payment of monetary compensation claims of up to ¥30 million per year to directors and up to ¥10 million per year to Audit & Supervisory Board Members, among other matters.
Most recent equity financingTiming 23 May 2025 / Type Resolution to introduce a new restricted stock compensation plan for directors and Audit & Supervisory Board Members / Amount Monetary compensation claims of up to ¥30 million per year for directors and ¥10 million per year for Audit & Supervisory Board Members
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.

The purpose is to provide directors with incentives to sustainably enhance corporate value and share value with shareholders, and Audit & Supervisory Board Members with incentives to prevent damage to corporate value and maintain credibility. The Company has introduced the same system for executive officers.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors (excluding Outside Directors), Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Members) and Executive Officers | Sun A.Kaken Company,Limited (4234) timely disclosure | Komori