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Share Issuance and Disposal4401ADEKA CORPORATIONMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

ADEKA CORPORATION resolved to dispose of 71,700 treasury shares as restricted stock compensation to 4 directors and 20 executive officers. The disposal date is scheduled for 17 July 2026.

Worth reading
47Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
71700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much71,700Shares

71,700 treasury shares

4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors22,800 shares
20 executive officers (excluding those concurrently serving as directors)48,900 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.

¥4,119 per share
Amount of funds to be raised

Total payment amount: ¥295,332,300 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary remuneration claims: ¥295,332,300 (the annual remuneration limit under the plan for eligible directors is ¥150 million or less)
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
17 July 2026 to 17 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as either a director or an executive officer of the Company during the restricted stock period, all of the shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the restricted stock period.
Reason for acquisition without consideration
The Company will acquire all or part of the shares without consideration if the transfer restrictions have not been lifted at the end of the restricted stock period, in the event of certain criminal penalties, the filing of a petition for commencement of bankruptcy proceedings, attachment or similar circumstances, retirement for reasons other than justifiable reasons, a change in duties that is reasonably expected to result in the recipient becoming a non-resident, competition with the Company, or a material violation of laws, regulations or internal rules.
Categories and Number of Persons Covered
Category Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 22,800 shares, Category Executive officers (excluding those concurrently serving as directors) / Number of Employees 20 / Number of allocated shares 48,900 shares
Intended allottee's holding policy
During the restricted stock period, the recipients may not transfer the shares, create security interests over them, or otherwise dispose of them. The restricted stock period runs from 17 July 2026 to 17 July 2029.
Payment date
17 July 2026 (scheduled)
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 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,119. No discount or premium rate 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 of71,700 treasury shares
Issue price and disposal price¥4,119 per share
Amount of funds to be raisedTotal payment amount: ¥295,332,300 (estimated net proceeds: Not disclosed)
Payment date17 July 2026 (scheduled)
Intended allotteeName 4 directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 22,800 shares, Name 20 executive officers (excluding those concurrently serving as directors) / Number of Shares 48,900 shares
Intended allottee's holding policyDuring the restricted stock period, the recipients may not transfer the shares, create security interests over them, or otherwise dispose of them. The restricted stock period runs from 17 July 2026 to 17 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,119. No discount or premium rate is stated.
Transfer restriction period17 July 2026 to 17 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as either a director or an executive officer of the Company during the restricted stock period, all of the shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the restricted stock period.
Reason for acquisition without considerationThe Company will acquire all or part of the shares without consideration if the transfer restrictions have not been lifted at the end of the restricted stock period, in the event of certain criminal penalties, the filing of a petition for commencement of bankruptcy proceedings, attachment or similar circumstances, retirement for reasons other than justifiable reasons, a change in duties that is reasonably expected to result in the recipient becoming a non-resident, competition with the Company, or a material violation of laws, regulations or internal rules.
Categories and Number of Persons CoveredCategory Directors, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Employees 4 / Number of allocated shares 22,800 shares, Category Executive officers (excluding those concurrently serving as directors) / Number of Employees 20 / Number of allocated shares 48,900 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥295,332,300 (the annual remuneration limit under the plan for eligible directors is ¥150 million or less)
Items this document does not state (15)
Total issue valueEstimated 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 an incentive for the sustainable enhancement of corporate value and promote value sharing with shareholders. The allocation also takes into account the Company's performance and the scope of the recipients' responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ADEKA CORPORATION (4401) timely disclosure | Komori