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Share Issuance and Disposal4920Nippon Shikizai,Inc.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,000 treasury shares without consideration to 10 directors as restricted stock compensation. The transfer restriction period is 5 years, from 15 July 2026 to 14 July 2031.

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Neutral
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Scale
5000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,000Shares

5,000 common shares of the Company (treasury shares)

10 directors of the Company, including 3 directors who are Audit and Supervisory Committee members5,000 shares

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

¥1,097 per share
Total issue value

¥5,485,000

Amount of funds to be raised
Total amount paid in: ¥0; estimated net proceeds: ¥0 (because the shares are delivered without consideration)
Total Stock-Based Compensation
Directors, excluding directors who are Audit and Supervisory Committee members: up to ¥50 million per year; directors who are Audit and Supervisory Committee members: up to ¥10 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 15 July 2026 to 14 July 2031 (5 years)
Conditions for lifting transfer restrictions
Provided that the eligible director has continuously held one of the positions of director, Audit and Supervisory Board member, executive officer, or employee of the Company or one of its subsidiaries throughout the applicable service period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the director leaves office or employment for a legitimate reason or dies, the restrictions will be lifted in part based on the period of service or employment.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also automatically acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered
10 directors of the Company, including 3 directors who are Audit and Supervisory Committee members; 5,000 shares allocated
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, donated during the holder’s lifetime, or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the resolution on this allocation, 15 June 2026, was ¥1,097. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 69th Annual General Meeting of Shareholders held on 28 May 2026, approval was obtained for the framework governing the total number and amount of common shares issued under this plan.
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 of5,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,097 per share
Total issue value¥5,485,000
Amount of funds to be raisedTotal amount paid in: ¥0; estimated net proceeds: ¥0 (because the shares are delivered without consideration)
Intended allotteeName 10 directors of the Company, including 3 directors who are Audit and Supervisory Committee members / Number of Shares 5,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, donated during the holder’s lifetime, or otherwise disposed of. 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 the business day immediately preceding the date of the resolution on this allocation, 15 June 2026, was ¥1,097. No discount or premium rate is stated.
Transfer restriction periodFrom 15 July 2026 to 14 July 2031 (5 years)
Conditions for lifting transfer restrictionsProvided that the eligible director has continuously held one of the positions of director, Audit and Supervisory Board member, executive officer, or employee of the Company or one of its subsidiaries throughout the applicable service period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. If the director leaves office or employment for a legitimate reason or dies, the restrictions will be lifted in part based on the period of service or employment.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also automatically acquire without consideration any shares that remain subject to transfer restrictions after the restrictions are lifted.
Categories and Number of Persons Covered10 directors of the Company, including 3 directors who are Audit and Supervisory Committee members; 5,000 shares allocated
Total Stock-Based CompensationDirectors, excluding directors who are Audit and Supervisory Committee members: up to ¥50 million per year; directors who are Audit and Supervisory Committee members: up to ¥10 million per year
Procedures under the Corporate Code of ConductAt the 69th Annual General Meeting of Shareholders held on 28 May 2026, approval was obtained for the framework governing the total number and amount of common shares issued under this plan.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateDilution 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 enhance directors’ awareness of their role in management, promote sustainable growth in corporate value, and further share value with shareholders. For directors who are Audit and Supervisory Committee members, to provide incentives to enhance corporate value and prevent its impairment.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Nippon Shikizai,Inc. (4920) timely disclosure | Komori