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Share Issuance and Disposal4362Nippon Fine Chemical Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

日本精化 resolved to dispose of 8,500 treasury shares as restricted stock compensation for 3 directors and 3 executive officers. The disposal price is ¥2,531 per share, and the transfer restrictions will generally remain in place until the recipient leaves office.

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Neutral
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Scale
8500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,500Shares

8,500 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)3 / 5,800 shares
The Company's executive officers who do not concurrently serve as directors3 / 2,700 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.

¥2,531 per share
Total issue value

¥21,513,500

Amount of funds to be raised
Total payment amount: ¥21,513,500; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims granted to the recipients)
Total Stock-Based Compensation
Total monetary claims: ¥21,513,500. The annual compensation limit for eligible directors is ¥50 million.
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 23 July 2026 until immediately after the recipient ceases to hold either the position of director or the position of executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds the relevant position from the date on which the recipient begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the recipient leaves office upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately after departure for the number of shares corresponding to the recipient's months in office.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances specified in the allotment agreement; if any shares remain subject to the transfer restrictions; or if the transfer restrictions are not lifted in connection with a corporate reorganization or other similar event.
Offering structure
Underwriter / lead underwriter
Not applicable (Nomura Securities Co., Ltd. is involved in managing the dedicated accounts)
Categories and Number of Persons Covered
The Company's directors (excluding outside directors): 3 people, 5,800 shares; the Company's executive officers who do not concurrently serve as directors: 3 people, 2,700 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The shares will be managed in a dedicated account.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,531. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Committee for consultation.
Impact on Business Performance
No impact on results 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 of8,500 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,531 per share
Total issue value¥21,513,500
Amount of funds to be raisedTotal payment amount: ¥21,513,500; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims granted to the recipients)
Payment date23 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 5,800 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 / Number of Shares 2,700 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,531. No discount or premium rate is stated.
Transfer restriction periodFrom 23 July 2026 until immediately after the recipient ceases to hold either the position of director or the position of executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient continuously holds the relevant position from the date on which the recipient begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the recipient leaves office upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately after departure for the number of shares corresponding to the recipient's months in office.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in a violation of laws or regulations or otherwise falls under certain circumstances specified in the allotment agreement; if any shares remain subject to the transfer restrictions; or if the transfer restrictions are not lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors): 3 people, 5,800 shares; the Company's executive officers who do not concurrently serve as directors: 3 people, 2,700 shares
Total Stock-Based CompensationTotal monetary claims: ¥21,513,500. The annual compensation limit for eligible directors is ¥50 million.
Underwriter / lead underwriterNot applicable (Nomura Securities Co., Ltd. is involved in managing the dedicated accounts)
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation.
Impact on Business PerformanceNo impact on results 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 RightsOverallotmentStock 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 deepen value sharing with shareholders, provide incentives for improving corporate value over the medium to long term, and further enhance the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Fine Chemical Co.,Ltd. (4362) timely disclosure | Komori