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Share Issuance and Disposal4272NIPPON KAYAKU CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 43,463 treasury shares as restricted stock in exchange for in-kind contributions of monetary remuneration claims from 17 directors and executive officers. In principle, the shares may not be transferred until the holders cease to hold office.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much43,463Shares

43,463 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)5 / 20,859 shares
The Company's executive officers (excluding those concurrently serving as directors and those working overseas)12 / 22,604 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.

¥2,056.5 per share
Amount of funds to be raised

Total payment amount: ¥89,381,662 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary remuneration claims: ¥89,381,662
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 17 July 2026 until the holders cease to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the holder continuously holds either the position of director or executive officer of the Company throughout the restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of early cessation of office for a justifiable reason, the number of shares released and the timing of release will be reasonably adjusted.
Reason for acquisition without consideration
If a holder ceases to hold both the position of director and the position of executive officer of the Company before expiration of the restriction period, the Company will acquire all or part of the allocated shares without consideration, unless the Board of Directors recognizes a justifiable reason. The Company will also acquire without consideration any shares for which the transfer restrictions have not been released upon expiration of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration the shares remaining after the transfer restrictions are released.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 20,859 shares, Category The Company's executive officers (excluding those concurrently serving as directors and those working overseas) / Number of Employees 12 / Number of allocated shares 22,604 shares
Intended allottee's holding policy
From 17 July 2026 until they cease to hold either the position of director or executive officer of the Company, the recipients may not transfer, create security interests over, or otherwise dispose of the shares in any way.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,056.5. Discount rate/premium rate: Not disclosed (equal to the closing price).
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 of43,463 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,056.5 per share
Amount of funds to be raisedTotal payment amount: ¥89,381,662 (estimated net proceeds: Not disclosed)
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 20,859 shares, Name The Company's executive officers (excluding those concurrently serving as directors and those working overseas) / Number of Employees 12 / Number of Shares 22,604 shares
Intended allottee's holding policyFrom 17 July 2026 until they cease to hold either the position of director or executive officer of the Company, the recipients may not transfer, create security interests over, or otherwise dispose of the shares in any way.
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 stock on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,056.5. Discount rate/premium rate: Not disclosed (equal to the closing price).
Transfer restriction periodFrom 17 July 2026 until the holders cease to hold either the position of director or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the holder continuously holds either the position of director or executive officer of the Company throughout the restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the restriction period. In the event of early cessation of office for a justifiable reason, the number of shares released and the timing of release will be reasonably adjusted.
Reason for acquisition without considerationIf a holder ceases to hold both the position of director and the position of executive officer of the Company before expiration of the restriction period, the Company will acquire all or part of the allocated shares without consideration, unless the Board of Directors recognizes a justifiable reason. The Company will also acquire without consideration any shares for which the transfer restrictions have not been released upon expiration of the restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration the shares remaining after the transfer restrictions are released.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 20,859 shares, Category The Company's executive officers (excluding those concurrently serving as directors and those working overseas) / Number of Employees 12 / Number of allocated shares 22,604 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥89,381,662
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 ensure that the scheme functions effectively as an incentive for sustainable growth, the enhancement of corporate value over the medium to long term, and the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | NIPPON KAYAKU CO.,LTD. (4272) timely disclosure | Komori