Komori
Share Issuance and Disposal4461DKS Co.Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 1,792 treasury shares as restricted stock compensation to 8 directors. No stock compensation will be granted to the 4 audit & supervisory board members for the current fiscal year.

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48Recurring
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Neutral
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Scale
1792
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数1,792Shares

1,792 shares of the Company’s common stock (treasury shares)

Intended allottee
Name 8 directors / Number of Shares 1,792 shares, Name 4 audit & supervisory board members / Number of Shares 0 shares
¥13,200 per share
Total issue value

¥23,654,400

Amount of funds to be raised
Total payment amount: ¥23,654,400 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥23,654,400
Specific use of funds
Not applicable (the full amount of the monetary compensation receivables granted will be paid in as property contributed in kind)
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
15 July 2026–14 July 2027 (1 year)
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the restriction period, provided that the eligible directors have continuously held their positions as directors of the Company. If a director retires for a legitimate reason recognized by the Board of Directors, restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restriction period. If an eligible director retires, the Company will also acquire all of the shares without consideration, except where the Board of Directors recognizes a legitimate reason. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
8 directors, 1,792 shares; 4 Audit & Supervisory Board Members, 0 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of during the restriction period. The restriction period runs from 15 July 2026 to 14 July 2027.
Payment date
15 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 22 June 2026, ¥13,200. No discount or premium applies.
Impact on Business Performance
The impact on business performance is Not disclosed
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 of1,792 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥13,200 per share
Total issue value¥23,654,400
Amount of funds to be raisedTotal payment amount: ¥23,654,400 (estimated net proceeds: Not disclosed)
Specific use of fundsNot applicable (the full amount of the monetary compensation receivables granted will be paid in as property contributed in kind)
Payment date15 July 2026
Intended allotteeName 8 directors / Number of Shares 1,792 shares, Name 4 audit & supervisory board members / Number of Shares 0 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of during the restriction period. The restriction period runs from 15 July 2026 to 14 July 2027.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 22 June 2026, ¥13,200. No discount or premium applies.
Transfer restriction period15 July 2026–14 July 2027 (1 year)
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the restriction period, provided that the eligible directors have continuously held their positions as directors of the Company. If a director retires for a legitimate reason recognized by the Board of Directors, restrictions will be lifted on the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restriction period. If an eligible director retires, the Company will also acquire all of the shares without consideration, except where the Board of Directors recognizes a legitimate reason. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered8 directors, 1,792 shares; 4 Audit & Supervisory Board Members, 0 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥23,654,400
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (12)
Estimated issuance expensesDilution 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 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.

The decision takes into account the aim of deepening value sharing with shareholders, the purpose of the plan, the Company’s performance, the roles and positions of the eligible officers, and executive compensation levels in the chemical industry. In addition, the restriction period has been set at 1 year to ensure steady progress under and generate further results from the medium-term management plan “SMART 2030.” Stock compensation for audit & supervisory board members will be suspended to further enhance their independence.

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