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Share Issuance and Disposal4631DIC CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment under an Employee Shareholding Association Incentive Plan (Special Incentive Payment Scheme)

The company resolved to introduce an incentive plan under which employees will acquire the company’s shares through the employee shareholding association, and to dispose of up to 181,630 treasury shares. The actual number of shares disposed of and the total disposal amount will be determined based on the number of employees who agree to participate in the plan.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
181630
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment under an employee shareholding association incentive plan (special incentive payment scheme)

Who receives how much181,630Shares

181,630 of the company’s common shares (maximum; the actual number of shares will be determined based on the number of eligible employees)

DIC Employee Shareholding Association (181,630 shares, maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

¥4,783 per share
Total issue value

¥868,736,290 (maximum)

Amount of funds to be raised
Total payment amount: ¥868,736,290 (maximum); estimated net proceeds: Not disclosed
発行済株式総数

0.19% of the total issued shares as of 30 June 2026, and 0.19% of the total voting rights

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.

Categories and Number of Persons Covered
Eligible employees of the company and its subsidiaries (number: Not disclosed), up to 181,630 shares
Payment date
31 May 2027
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 11 November 2026, was ¥4,783. The deviation from the average closing price of ¥4,879 over the 1-month period from 12 October 2026 to 11 November 2026 was 1.97%; the deviation from the average closing price of ¥4,959 over the 3-month period from 12 August 2026 to 11 November 2026 was 3.55%; and the deviation from the average closing price of ¥4,828 over the 6-month period from 12 May 2026 to 11 November 2026 was 0.93%.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent as stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations. All 4 Audit and Supervisory Board members, including 2 outside Audit and Supervisory Board members, expressed the opinion that the payment amount was lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment under an employee shareholding association incentive plan (special incentive payment scheme)
Number of shares to be issued or disposed of181,630 of the company’s common shares (maximum; the actual number of shares will be determined based on the number of eligible employees)
Issue price and disposal price¥4,783 per share
Total issue value¥868,736,290 (maximum)
Amount of funds to be raisedTotal payment amount: ¥868,736,290 (maximum); estimated net proceeds: Not disclosed
Payment date31 May 2027
Intended allotteeDIC Employee Shareholding Association (181,630 shares, maximum)
Dilution Rate0.19% of the total issued shares as of 30 June 2026, and 0.19% of the total voting rights
Total number of issued shares95,156,904 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 11 November 2026, was ¥4,783. The deviation from the average closing price of ¥4,879 over the 1-month period from 12 October 2026 to 11 November 2026 was 1.97%; the deviation from the average closing price of ¥4,959 over the 3-month period from 12 August 2026 to 11 November 2026 was 3.55%; and the deviation from the average closing price of ¥4,828 over the 6-month period from 12 May 2026 to 11 November 2026 was 0.93%.
Categories and Number of Persons CoveredEligible employees of the company and its subsidiaries (number: Not disclosed), up to 181,630 shares
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent as stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations. All 4 Audit and Supervisory Board members, including 2 outside Audit and Supervisory Board members, expressed the opinion that the payment amount was lawful.
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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.

The purpose is to provide eligible employees with an opportunity to acquire the company’s common shares, thereby improving employee engagement, fostering a sense of ownership and enhancing the level of employee benefits.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares by Third-Party Allotment under an Employee Shareholding Association Incentive Plan (Special Incentive Payment Scheme) | DIC Corporation (4631) timely disclosure | Komori