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Share Issuance and Disposal4922KOSE Holdings CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 15,127 treasury shares as restricted stock compensation to 8 directors, excluding outside directors. The shares may not be transferred until the directors cease to serve as directors.

Worth reading
51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
15127
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,127Shares

15,127 shares of the Company's common stock (treasury shares)

8 directors of the Company (excluding outside directors)15,127 shares

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

¥5,506 per share
Total issue value

¥83,289,262

Amount of funds to be raised
Total payment amount: ¥83,289,262; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Aggregate monetary compensation receivables of ¥83,289,262. The annual compensation limit is ¥1.8 billion or less.
発行済株式総数

0.02% (relative to the total number of shares issued as of 31 March 2026)

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.

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
The period from the date on which the restricted stock is allotted until the date on which the recipient ceases to serve as a director of the Company
Conditions for lifting transfer restrictions
The recipient must remain a director continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter. If the recipient ceases to serve as a director for a reason deemed legitimate, the transfer restriction will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from April 2026 through the month including the date of departure, divided by 12. In the event of a corporate reorganization or similar event, the restriction will be lifted based on the prescribed pro rata allocation for the relevant period.
Reason for acquisition without consideration
If the recipient ceases to serve as a director without a reason deemed legitimate by the Board of Directors before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If any shares remain subject to the transfer restriction when the period expires. If any shares remain subject to the transfer restriction as a result of a corporate reorganization or similar event.
Categories and Number of Persons Covered
8 directors of the Company, excluding outside directors; 15,127 shares
Intended allottee's holding policy
From the date on which the restricted stock is allotted until the date on which the recipient ceases to serve as a director of the Company, the recipient may not transfer the shares to any third party or otherwise dispose of them in any way.
Payment date
21 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 23 April 2026 was ¥5,506. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial results from this disposition of treasury shares is 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 of15,127 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,506 per share
Total issue value¥83,289,262
Amount of funds to be raisedTotal payment amount: ¥83,289,262; estimated net proceeds: Not disclosed
Payment date21 May 2026
Intended allotteeName 8 directors of the Company (excluding outside directors) / Number of Shares 15,127 shares
Intended allottee's holding policyFrom the date on which the restricted stock is allotted until the date on which the recipient ceases to serve as a director of the Company, the recipient may not transfer the shares to any third party or otherwise dispose of them in any way.
Dilution Rate0.02% (relative to the total number of shares issued as of 31 March 2026)
Total number of issued shares60,592,541 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 April 2026 was ¥5,506. No discount or premium rate was stated.
Transfer restriction periodThe period from the date on which the restricted stock is allotted until the date on which the recipient ceases to serve as a director of the Company
Conditions for lifting transfer restrictionsThe recipient must remain a director continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held thereafter. If the recipient ceases to serve as a director for a reason deemed legitimate, the transfer restriction will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from April 2026 through the month including the date of departure, divided by 12. In the event of a corporate reorganization or similar event, the restriction will be lifted based on the prescribed pro rata allocation for the relevant period.
Reason for acquisition without considerationIf the recipient ceases to serve as a director without a reason deemed legitimate by the Board of Directors before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If any shares remain subject to the transfer restriction when the period expires. If any shares remain subject to the transfer restriction as a result of a corporate reorganization or similar event.
Categories and Number of Persons Covered8 directors of the Company, excluding outside directors; 15,127 shares
Total Stock-Based CompensationAggregate monetary compensation receivables of ¥83,289,262. The annual compensation limit is ¥1.8 billion or less.
Impact on Business PerformanceNo impact on financial results from this disposition of treasury shares is stated.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 with an incentive to achieve sustained increases in corporate value and to promote the sharing of value between directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOSE Holdings Corporation (4922) timely disclosure | Komori