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Share Issuance and Disposal4634artience Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,281 treasury shares held by the Company as restricted stock compensation for its directors, executive officers and advisors. The disposal price is ¥3,935 per share, for a total of ¥64,065,735.

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Direction
Neutral
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Scale
16281
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,281Shares

16,281 common shares of the Company (treasury shares)

3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)9,654 shares
10 executive officers of the Company2,801 shares
11 advisors to the Company3,826 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.

¥3,935 per share
Total issue value

¥64,065,735

Total Stock-Based Compensation
Total monetary compensation claims of ¥64,065,735. The total amount of monetary compensation claims as compensation for the eligible directors is limited to ¥100 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 27 April 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer or advisor of the Company or any of its subsidiaries. However, if the date of cessation is on or before 31 March 2027, the period will continue until 1 April 2027.
Conditions for lifting transfer restrictions
For directors, all transfer restrictions on the shares held will be lifted provided that the director continues to hold the position of director through the date of the first annual general meeting of shareholders held after the commencement date. If the director ceases to hold the position for a justifiable reason, the restrictions will be lifted in proportion to the number of months in office. For directors of subsidiaries, executive officers and advisors, all restrictions will be lifted provided that the recipient continues to hold one of these positions through the same period. If the recipient ceases to hold the position for a justifiable reason, all restrictions will be lifted immediately after the date of cessation. In the event of a corporate reorganization, the restrictions will be lifted in proportion to the number of months.
Reason for acquisition without consideration
If the recipient ceases to hold any of the positions of director, executive officer or advisor of the Company or any of its subsidiaries without a reason deemed justifiable. If any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions when the recipient ceases to hold the position in connection with a corporate reorganization.
Categories and Number of Persons Covered
3 directors of the Company, 9,654 shares; 10 executive officers of the Company, 2,801 shares; 11 advisors to the Company, 3,826 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 9 April 2026, ¥3,935. The closing price on the immediately preceding business day was used, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 184th Annual General Meeting of Shareholders held on 23 March 2022, approval was obtained for the allotment of restricted stock to eligible directors, the total amount of compensation claims and the maximum number of shares, among other matters.
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 of16,281 common shares of the Company (treasury shares)
Issue price and disposal price¥3,935 per share
Total issue value¥64,065,735
Payment date27 April 2026
Intended allotteeCategory 3 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 9,654 shares, Category 10 executive officers of the Company / Number of Shares 2,801 shares, Category 11 advisors to the Company / Number of Shares 3,826 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 9 April 2026, ¥3,935. The closing price on the immediately preceding business day was used, with no discount or premium.
Transfer restriction periodFrom 27 April 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer or advisor of the Company or any of its subsidiaries. However, if the date of cessation is on or before 31 March 2027, the period will continue until 1 April 2027.
Conditions for lifting transfer restrictionsFor directors, all transfer restrictions on the shares held will be lifted provided that the director continues to hold the position of director through the date of the first annual general meeting of shareholders held after the commencement date. If the director ceases to hold the position for a justifiable reason, the restrictions will be lifted in proportion to the number of months in office. For directors of subsidiaries, executive officers and advisors, all restrictions will be lifted provided that the recipient continues to hold one of these positions through the same period. If the recipient ceases to hold the position for a justifiable reason, all restrictions will be lifted immediately after the date of cessation. In the event of a corporate reorganization, the restrictions will be lifted in proportion to the number of months.
Reason for acquisition without considerationIf the recipient ceases to hold any of the positions of director, executive officer or advisor of the Company or any of its subsidiaries without a reason deemed justifiable. If any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions when the recipient ceases to hold the position in connection with a corporate reorganization.
Categories and Number of Persons Covered3 directors of the Company, 9,654 shares; 10 executive officers of the Company, 2,801 shares; 11 advisors to the Company, 3,826 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥64,065,735. The total amount of monetary compensation claims as compensation for the eligible directors is limited to ¥100 million per year.
Procedures under the Corporate Code of ConductAt the 184th Annual General Meeting of Shareholders held on 23 March 2022, approval was obtained for the allotment of restricted stock to eligible directors, the total amount of compensation claims and the maximum number of shares, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | artience Co.,Ltd. (4634) timely disclosure | Komori