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Share Issuance and Disposal4611Dai Nippon Toryo Company,LimitedMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 29,099 treasury shares as restricted stock compensation to 4 directors and 6 executive officers. The total disposal value is ¥37,683,205, and the shares may not be transferred for a specified period.

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53Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
0.1
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much29,099Shares

29,099 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)4 / 16,193 shares
The Company's executive officers6 / 12,906 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.

¥1,295 per share
Total issue value

¥37,683,205

Total Stock-Based Compensation
Total monetary compensation receivables of ¥37,683,205. The annual limit for restricted stock compensation for directors is ¥90 million.
発行済株式総数

0.10% (relative to the total number of shares issued as of 31 March 2026)

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 17 July 2026 until the date on which the applicable recipient retires from all positions as a director, Audit & Supervisory Board member or executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, Audit & Supervisory Board member or executive officer of the Company during the applicable period, all shares held will be released from the transfer restrictions when the period expires. In the event of retirement for a valid reason, a portion of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient retires without a valid reason before the day preceding the end of the applicable period, if the transfer restrictions have not been lifted when the period expires, or if the transfer restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 16,193 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 12,906 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,295. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
Approval of the restricted stock compensation plan, the compensation limit and the share number limit was obtained at the annual general meetings of shareholders held on 29 June 2021 and 24 June 2025.
Impact on Business Performance
No impact on performance for the current fiscal year 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 of29,099 common shares of the Company (treasury shares)
Issue price and disposal price¥1,295 per share
Total issue value¥37,683,205
Payment date17 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 16,193 shares, Name The Company's executive officers / Number of Employees 6 / Number of Shares 12,906 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution Rate0.10% (relative to the total number of shares issued as of 31 March 2026)
Total number of issued shares29,710,678 shares → 29,710,678 shares(0%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,295. No discount or premium is stated.
Transfer restriction periodFrom 17 July 2026 until the date on which the applicable recipient retires from all positions as a director, Audit & Supervisory Board member or executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the positions of director, Audit & Supervisory Board member or executive officer of the Company during the applicable period, all shares held will be released from the transfer restrictions when the period expires. In the event of retirement for a valid reason, a portion of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient retires without a valid reason before the day preceding the end of the applicable period, if the transfer restrictions have not been lifted when the period expires, or if the transfer restrictions have not been lifted on the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 16,193 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 12,906 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥37,683,205. The annual limit for restricted stock compensation for directors is ¥90 million.
Procedures under the Corporate Code of ConductApproval of the restricted stock compensation plan, the compensation limit and the share number limit was obtained at the annual general meetings of shareholders held on 29 June 2021 and 24 June 2025.
Impact on Business PerformanceNo impact on performance for the current fiscal year is stated.
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock 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 secure and retain highly capable management personnel, motivate sustainable growth, expand incentives to promote long-term improvements in management efficiency, and maximize corporate value. The program is also intended to promote improvements in medium- to long-term performance and corporate value, while sharing the benefits and risks of share price fluctuations with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Dai Nippon Toryo Company,Limited (4611) timely disclosure | Komori