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Share Issuance and Disposal4619Nihon Tokushu Toryo Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,533 treasury shares as restricted stock compensation for 4 directors and 2 executive officers. The disposal price is ¥2,385 per share, and the payment and disposal date is 20 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,533Shares

6,533 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 4,944 shares
The Company's executive officers2 / 1,589 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.

¥2,385 per share
Total issue value

¥15,581,205

Amount of funds to be raised
Total payment amount: ¥15,581,205; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥15,581,205. Monetary compensation receivables for eligible directors are limited to ¥100 million per year.
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 20 August 2026 until the director ceases to be a director of the Company. For executive officers, until they cease to hold either the position of director or executive officer of the Company.
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the restrictions when the service period ends, provided that the recipient continuously held the prescribed position during the service period from 23 June 2026 through the date of the annual general meeting of shareholders in the following year. In the event of retirement for a legitimate reason, the number of shares released and the release timing will be reasonably adjusted.
Reason for acquisition without consideration
If any shares remain subject to the restrictions when the restriction period ends. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to the restrictions immediately after the release of the restrictions.
Categories and Number of Persons Covered
4 of the Company's directors (excluding outside directors), 4,944 shares; 2 of the Company's executive officers, 1,589 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer the shares, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares, or otherwise dispose of them in any manner.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,385. No discount or premium applies.
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 of6,533 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,385 per share
Total issue value¥15,581,205
Amount of funds to be raisedTotal payment amount: ¥15,581,205; estimated net proceeds: Not disclosed
Payment date20 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 4,944 shares, Name The Company's executive officers / Number of Employees 2 / Number of Shares 1,589 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer the shares, create a pledge or security interest by way of transfer, make a gift during their lifetime, bequeath the shares, or otherwise dispose of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,385. No discount or premium applies.
Transfer restriction periodFrom 20 August 2026 until the director ceases to be a director of the Company. For executive officers, until they cease to hold either the position of director or executive officer of the Company.
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the restrictions when the service period ends, provided that the recipient continuously held the prescribed position during the service period from 23 June 2026 through the date of the annual general meeting of shareholders in the following year. In the event of retirement for a legitimate reason, the number of shares released and the release timing will be reasonably adjusted.
Reason for acquisition without considerationIf any shares remain subject to the restrictions when the restriction period ends. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to the restrictions immediately after the release of the restrictions.
Categories and Number of Persons Covered4 of the Company's directors (excluding outside directors), 4,944 shares; 2 of the Company's executive officers, 1,589 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥15,581,205. Monetary compensation receivables for eligible directors are limited to ¥100 million per year.
Items this document does not state (14)
Estimated 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 sustained enhancement of corporate value and to promote the sharing of value with shareholders. The amount of monetary compensation receivables payable to the eligible recipients was determined after comprehensively considering the Company's performance, the responsibilities of each recipient and other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nihon Tokushu Toryo Co.,Ltd. (4619) timely disclosure | Komori