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Share Issuance and Disposal4465Niitaka Co., Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company decided to dispose of 1,238 treasury shares as restricted stock in exchange for an in-kind contribution of monetary compensation receivables to 2 directors and 7 executive officers. The transfer restrictions will generally remain in place until the recipient leaves office or retires.

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Neutral
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Scale
1238
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,238Shares

1,238 common shares of the company (treasury shares)

Executive directors2 / 486 shares
Executive officers7 / 752 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.

¥2,476 per share
Total issue value

¥3,065,288

Amount of funds to be raised
An in-kind contribution of total monetary compensation receivables of ¥3,065,288; the total payment amount and estimated net proceeds are not stated.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥3,065,288
発行済株式総数

Treasury share disposal; no increase in the total number of shares issued is stated.

0.02% (percentage of total shares issued)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 6 November 2026 until the date on which the relevant officer leaves office as a director or executive officer of the company, or leaves employment with the company
Conditions for lifting transfer restrictions
The recipient must continuously remain a director, executive officer or employee of the company during the service provision period from the date of the annual general meeting immediately preceding the payment date until the date of the annual general meeting held in the following year. In the event of leaving office or retiring for a valid reason, part of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
Category Executive directors / Number of Employees 2 / Number of allocated shares 486 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 752 shares
Intended allottee's holding policy
From 6 November 2026 until the date on which the relevant officer leaves office as a director or executive officer of the company, or leaves employment with the company, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
6 November 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 8 October 2026 was ¥2,476. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 64th Annual General Meeting of Shareholders held on 25 September 2026, approval was obtained for the restricted stock compensation plan and related compensation limits, including an annual limit of 15,000 shares and ¥30 million.
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 of1,238 common shares of the company (treasury shares)
Issue price and disposal price¥2,476 per share
Total issue value¥3,065,288
Amount of funds to be raisedAn in-kind contribution of total monetary compensation receivables of ¥3,065,288; the total payment amount and estimated net proceeds are not stated.
Payment date6 November 2026
Intended allotteeCategory Executive directors / Number of Employees 2 / Number of Shares 486 shares, Category Executive officers / Number of Employees 7 / Number of Shares 752 shares
Intended allottee's holding policyFrom 6 November 2026 until the date on which the relevant officer leaves office as a director or executive officer of the company, or leaves employment with the company, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution Rate0.02% (percentage of total shares issued)
Total number of issued sharesTreasury share disposal; no increase in the total number of shares issued is stated.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 8 October 2026 was ¥2,476. No discount or premium is stated.
Transfer restriction periodFrom 6 November 2026 until the date on which the relevant officer leaves office as a director or executive officer of the company, or leaves employment with the company
Conditions for lifting transfer restrictionsThe recipient must continuously remain a director, executive officer or employee of the company during the service provision period from the date of the annual general meeting immediately preceding the payment date until the date of the annual general meeting held in the following year. In the event of leaving office or retiring for a valid reason, part of the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons CoveredCategory Executive directors / Number of Employees 2 / Number of allocated shares 486 shares, Category Executive officers / Number of Employees 7 / Number of allocated shares 752 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥3,065,288
Procedures under the Corporate Code of ConductAt the 64th Annual General Meeting of Shareholders held on 25 September 2026, approval was obtained for the restricted stock compensation plan and related compensation limits, including an annual limit of 15,000 shares and ¥30 million.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 incentives for the sustainable enhancement of corporate value and further align the interests of the recipients with those of shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Niitaka Co., Ltd. (4465) timely disclosure | Komori