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Share Issuance and Disposal4549EIKEN CHEMICAL CO.,LTD.Pharmaceuticals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Eiken Chemical Co., Ltd. resolved to dispose of 27,217 treasury shares as restricted stock compensation to 7 outside directors and 10 executive officers. The disposal price is ¥2,666 per share, and the disposal date is 22 July 2026.

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27217
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much27,217Shares

27,217 shares of the Company's common stock (treasury shares)

7 outside directors2,961 shares
10 executive officers of the Company24,256 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.

¥2,666 per share
Total issue value

¥72,560,522

Amount of funds to be raised
Total payment amount: ¥72,560,522; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables: ¥72,560,522
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

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 22 July 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer, senior adviser, special adviser, adviser or senior contract employee
Conditions for lifting transfer restrictions
The recipient officer must continuously hold the prescribed position from the start date of the officer's duties until the close of the first annual general meeting of shareholders held thereafter. If the officer ceases to hold the position upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted immediately after the departure, and the number of shares subject to release will be calculated based on the number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date, subject to the prescribed conditions.
Reason for acquisition without consideration
The Company will acquire all of the relevant shares without consideration if the recipient engages in a violation of laws or regulations during the restriction period or otherwise falls under any of the grounds stipulated in the restricted stock allocation agreement, if any shares remain subject to the restrictions, or if the restrictions have not been lifted after a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
7 outside directors: 2,961 shares; 10 executive officers of the Company: 24,256 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer the shares to any third party, create security interests over them, or otherwise dispose of them in any way. The restriction period runs from 22 July 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer, senior adviser, special adviser, adviser or senior contract employee.
Payment date
22 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, the business day preceding the date of the Board of Directors' resolution, was ¥2,666. No discount or premium was 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 of27,217 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,666 per share
Total issue value¥72,560,522
Amount of funds to be raisedTotal payment amount: ¥72,560,522; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeName 7 outside directors / Number of Shares 2,961 shares, Name 10 executive officers of the Company / Number of Shares 24,256 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer the shares to any third party, create security interests over them, or otherwise dispose of them in any way. The restriction period runs from 22 July 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer, senior adviser, special adviser, adviser or senior contract employee.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
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 Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,666. No discount or premium was stated.
Transfer restriction periodFrom 22 July 2026 until immediately after the recipient ceases to hold any of the positions of director, executive officer, senior adviser, special adviser, adviser or senior contract employee
Conditions for lifting transfer restrictionsThe recipient officer must continuously hold the prescribed position from the start date of the officer's duties until the close of the first annual general meeting of shareholders held thereafter. If the officer ceases to hold the position upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted immediately after the departure, and the number of shares subject to release will be calculated based on the number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted immediately before the business day preceding the effective date, subject to the prescribed conditions.
Reason for acquisition without considerationThe Company will acquire all of the relevant shares without consideration if the recipient engages in a violation of laws or regulations during the restriction period or otherwise falls under any of the grounds stipulated in the restricted stock allocation agreement, if any shares remain subject to the restrictions, or if the restrictions have not been lifted after a corporate reorganization or similar transaction.
Categories and Number of Persons Covered7 outside directors: 2,961 shares; 10 executive officers of the Company: 24,256 shares
Total Stock-Based CompensationMonetary receivables: ¥72,560,522
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 officers to work toward the sustained enhancement of shareholder value and corporate value over the medium to long term, and to share value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | EIKEN CHEMICAL CO.,LTD. (4549) timely disclosure | Komori