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Share Issuance and Disposal4919Milbon Co.,Ltd.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 32,274 shares of treasury stock as restricted stock compensation to 6 directors and 7 executive officers. The disposal price is ¥2,779 per share, and the shares will be allotted in exchange for monetary compensation claims contributed in kind.

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Neutral
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Scale
32274
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

32,274 shares of the Company's common stock (19,896 shares for 6 directors and 12,378 shares for 7 executive officers)

6 of the Company's directors, excluding outside directors19,896 shares
7 of the Company's executive officers12,378 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.

¥2,779 per share
Total issue value

¥89,689,446

Amount of funds to be raised
Total payment amount: ¥89,689,446; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥89,689,446. For directors, the amount is within the annual monetary compensation limit of ¥100 million.
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 8 May 2026, the payment date, until the date on which the recipient ceases to hold any position as an officer or employee of the Company
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding a position as an officer or employee of the Company from 8 May 2026 through 1 April 2027, all of the shares allotted hereunder will be released from the transfer restrictions upon expiry of the restricted period. If the recipient ceases to hold such a position due to death, expiration of the term of office, or any other reason deemed justifiable by the Company's Board of Directors, the transfer restrictions will be released for the number of shares calculated in accordance with the prescribed method.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors, excluding outside directors, and 19,896 shares; 7 executive officers and 12,378 shares
Intended allottee's holding policy
From 8 May 2026 until the date on which the recipient ceases to hold any position as an officer or employee of the Company, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
8 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 9 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,779. 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 of32,274 shares of the Company's common stock (19,896 shares for 6 directors and 12,378 shares for 7 executive officers)
Issue price and disposal price¥2,779 per share
Total issue value¥89,689,446
Amount of funds to be raisedTotal payment amount: ¥89,689,446; estimated net proceeds: Not disclosed
Payment date8 May 2026
Intended allotteeCategory 6 of the Company's directors, excluding outside directors / Number of Shares 19,896 shares, Category 7 of the Company's executive officers / Number of Shares 12,378 shares
Intended allottee's holding policyFrom 8 May 2026 until the date on which the recipient ceases to hold any position as an officer or employee of the Company, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 9 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,779. No discount or premium was stated.
Transfer restriction periodFrom 8 May 2026, the payment date, until the date on which the recipient ceases to hold any position as an officer or employee of the Company
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding a position as an officer or employee of the Company from 8 May 2026 through 1 April 2027, all of the shares allotted hereunder will be released from the transfer restrictions upon expiry of the restricted period. If the recipient ceases to hold such a position due to death, expiration of the term of office, or any other reason deemed justifiable by the Company's Board of Directors, the transfer restrictions will be released for the number of shares calculated in accordance with the prescribed method.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors, excluding outside directors, and 19,896 shares; 7 executive officers and 12,378 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥89,689,446. For directors, the amount is within the annual monetary compensation limit of ¥100 million.
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 directors and executive officers with incentives to achieve sustained growth in corporate value and shareholder value over the medium to long term, and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | Milbon Co.,Ltd. (4919) timely disclosure | Komori