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Share Issuance and Disposal4251KEIWA IncorporatedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,619 treasury shares as restricted stock compensation for 6 directors and 4 executive officers. The total disposal value is ¥14,361,084, and the disposal is scheduled for 24 April 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,619Shares

11,619 common shares of the Company (treasury shares)

Directors (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 8,483 shares
Executive officers4 / 3,136 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.

¥1,236 per share
Total issue value

¥14,361,084

Amount of funds to be raised
Total payment amount: ¥14,361,084; estimated net proceeds: Not disclosed (disposal through contribution in kind of monetary remuneration claims under this system)
Total Stock-Based Compensation
Total monetary remuneration claims: ¥14,361,084
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 April 2026, the payment date, until the date on which the recipient retires or leaves any position as a director or executive officer of the Company or any other position designated by the Company's Board of Directors. However, if the recipient retires or leaves the position by 1 April 2027, the restriction will generally remain in place until 1 April 2027.
Conditions for lifting transfer restrictions
Provided that the eligible officer continuously holds a position as a director or executive officer of the Company or any other position designated by the Company's Board of Directors throughout the service period, all of the allocated shares will be released from the transfer restrictions when the restriction period expires. In the event of expiration of the term of office, mandatory retirement, a reason deemed valid by the Board of Directors or death, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient retires or leaves the position before the end of the service period for any reason other than expiration of the term of office, mandatory retirement, a reason deemed valid by the Board of Directors or death. Also, if any shares remain subject to transfer restrictions when the restriction period expires.
Categories and Number of Persons Covered
6 directors, 8,483 shares; 4 executive officers, 3,136 shares
Intended allottee's holding policy
From 24 April 2026 until the date on which they retire or leave any position as a director or executive officer of the Company or any other position designated by the Company's Board of Directors, the recipients may not transfer, create security interests over or otherwise dispose of the shares. If certain events occur, the Company will acquire the shares without consideration.
Payment date
24 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 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,236. No discount or premium rate was 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 of11,619 common shares of the Company (treasury shares)
Issue price and disposal price¥1,236 per share
Total issue value¥14,361,084
Amount of funds to be raisedTotal payment amount: ¥14,361,084; estimated net proceeds: Not disclosed (disposal through contribution in kind of monetary remuneration claims under this system)
Payment date24 April 2026
Intended allotteeCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 8,483 shares, Category Executive officers / Number of Employees 4 / Number of Shares 3,136 shares
Intended allottee's holding policyFrom 24 April 2026 until the date on which they retire or leave any position as a director or executive officer of the Company or any other position designated by the Company's Board of Directors, the recipients may not transfer, create security interests over or otherwise dispose of the shares. If certain events occur, the Company will acquire the shares without consideration.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,236. No discount or premium rate was stated.
Transfer restriction periodFrom 24 April 2026, the payment date, until the date on which the recipient retires or leaves any position as a director or executive officer of the Company or any other position designated by the Company's Board of Directors. However, if the recipient retires or leaves the position by 1 April 2027, the restriction will generally remain in place until 1 April 2027.
Conditions for lifting transfer restrictionsProvided that the eligible officer continuously holds a position as a director or executive officer of the Company or any other position designated by the Company's Board of Directors throughout the service period, all of the allocated shares will be released from the transfer restrictions when the restriction period expires. In the event of expiration of the term of office, mandatory retirement, a reason deemed valid by the Board of Directors or death, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient retires or leaves the position before the end of the service period for any reason other than expiration of the term of office, mandatory retirement, a reason deemed valid by the Board of Directors or death. Also, if any shares remain subject to transfer restrictions when the restriction period expires.
Categories and Number of Persons Covered6 directors, 8,483 shares; 4 executive officers, 3,136 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥14,361,084
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 officers with incentives to achieve sustained growth in corporate value and to promote shared value with shareholders. The Company also considered its performance, the scope of responsibilities of each eligible officer and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KEIWA Incorporated (4251) timely disclosure | Komori