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Share Issuance and Disposal4246DaikyoNishikawa CorporationMaterials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Shareholding Association

The Company resolved to dispose of up to 83,343 treasury shares to grant restricted stock to eligible employees through the employee stock ownership association. The actual number of shares to be disposed of will be determined at a later date based on the number of employees who agree to participate in the plan.

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Neutral
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83343
Shares
Wording
Conditional
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Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association)

Who receives how much83,343Shares

83,343 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of eligible employees)

ダイキョーニシカワ Employee Stock Ownership Association, 83,343 shares (maximum)

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

¥1,039 per share
Total issue value

¥86,593,377 (maximum)

Amount of funds to be raised
Total payment amount of ¥86,593,377 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
A monetary receivable of ¥40,521 will be paid uniformly to each eligible employee.
発行済株式総数

0.12% of the total number of issued shares and 0.13% of the total number of voting rights (in each case, based on the maximum number of shares to be disposed of)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 20 November 2026 until immediately after the eligible employee retires from employment with the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the employee has continuously been a member of the association from 20 November 2026 through 20 November 2027. If the employee leaves the association due to retirement for a legitimate reason or another qualifying event, the restrictions will be partially lifted in proportion to the number of months of service. If the employee becomes a non-resident due to an overseas transfer or another qualifying event after the vesting period has elapsed, the restrictions will be fully lifted.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee engages in an act that violates laws or regulations or falls under another specified event set out in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time.
Categories and Number of Persons Covered
The Company's employees, up to 2,137 people, 39 shares per person
Intended allottee's holding policy
During the restricted transfer period, transfers to third parties, the creation of security interests, and other dispositions will be prohibited, and the shares will be managed in a designated account. After the restrictions are lifted, the shares will be transferred to the association's regular account or to securities accounts in the names of the eligible employees.
Payment date
20 November 2026
Basis for determining the amount to be paid
The closing price of ¥1,039 on the Prime Market of the Tokyo Stock Exchange on 5 August 2026, the business day preceding the date of the Board of Directors' resolution. The premium was 2.67% over the one-month average of ¥1,012, 2.77% over the three-month average of ¥1,011, and 9.71% over the six-month average of ¥947.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association)
Number of shares to be issued or disposed of83,343 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of eligible employees)
Issue price and disposal price¥1,039 per share
Total issue value¥86,593,377 (maximum)
Amount of funds to be raisedTotal payment amount of ¥86,593,377 (maximum); estimated net proceeds Not disclosed
Payment date20 November 2026
Intended allotteeダイキョーニシカワ Employee Stock Ownership Association, 83,343 shares (maximum)
Intended allottee's holding policyDuring the restricted transfer period, transfers to third parties, the creation of security interests, and other dispositions will be prohibited, and the shares will be managed in a designated account. After the restrictions are lifted, the shares will be transferred to the association's regular account or to securities accounts in the names of the eligible employees.
Dilution Rate0.12% of the total number of issued shares and 0.13% of the total number of voting rights (in each case, based on the maximum number of shares to be disposed of)
Total number of issued shares70,997,800 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,039 on the Prime Market of the Tokyo Stock Exchange on 5 August 2026, the business day preceding the date of the Board of Directors' resolution. The premium was 2.67% over the one-month average of ¥1,012, 2.77% over the three-month average of ¥1,011, and 9.71% over the six-month average of ¥947.
Transfer restriction periodFrom 20 November 2026 until immediately after the eligible employee retires from employment with the Company
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the employee has continuously been a member of the association from 20 November 2026 through 20 November 2027. If the employee leaves the association due to retirement for a legitimate reason or another qualifying event, the restrictions will be partially lifted in proportion to the number of months of service. If the employee becomes a non-resident due to an overseas transfer or another qualifying event after the vesting period has elapsed, the restrictions will be fully lifted.
Reason for acquisition without considerationIf, during the restricted transfer period, the employee engages in an act that violates laws or regulations or falls under another specified event set out in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time.
Categories and Number of Persons CoveredThe Company's employees, up to 2,137 people, 39 shares per person
Total Stock-Based CompensationA monetary receivable of ¥40,521 will be paid uniformly to each eligible employee.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 support the asset formation of eligible employees, strengthen their motivation to contribute to the Company's performance and share price, enhance corporate value, and promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Shareholding Association | DaikyoNishikawa Corporation (4246) timely disclosure | Komori