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Share Issuance and Disposal4973JAPAN PURE CHEMICAL CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,550 treasury shares to 7 directors as restricted stock compensation. Of these, 4,050 shares will be allocated to 2 eligible directors and 1,500 shares to 5 non-executive directors.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

5,550 shares of the Company's common stock (Eligible Directors 1: 4,050 shares; Eligible Directors 2: 1,500 shares)

2 of the Company's directors, excluding non-executive directors, including directors who are Audit and Supervisory Committee members and outside directors4,050 shares
5 of the Company's non-executive directors, excluding directors who are Audit and Supervisory Committee members1,500 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.

¥5,930 per share
Total issue value

¥32,911,500

Total Stock-Based Compensation
Total monetary compensation claims of ¥32,911,500 (Eligible Directors 1: ¥24,016,500; Eligible Directors 2: ¥8,895,000). The annual compensation limits are ¥60,000 thousand or less for Eligible Directors 1 and ¥10,000 thousand or less for Eligible Directors 2.
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 the payment date until the date on which the director retires from the position of director. If the director retires on or before 30 June 2027, the period runs until 1 July 2027.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restricted period, provided that the director remains in office continuously from the payment date until the conclusion of the first annual shareholders meeting to be held thereafter. If the director retires for a valid reason or due to death, the restrictions will be lifted on the number of shares calculated in proportion to the period of service. In the event of a reorganization or similar event, the restrictions will be lifted on the number of shares calculated in accordance with the prescribed period.
Reason for acquisition without consideration
If the director retires without a valid reason before the conclusion of the first annual shareholders meeting to be held after the payment date; if any shares remain subject to the transfer restrictions when the restrictions are lifted; or if any shares remain subject to the restrictions after the restrictions have been lifted in connection with a reorganization or similar event.
Categories and Number of Persons Covered
Eligible Directors 1: 2 people, 4,050 shares. Eligible Directors 2 (non-executive directors, excluding directors who are Audit and Supervisory Committee members): 5 people, 1,500 shares.
Intended allottee's holding policy
The shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date until the date on which the director retires from the position of director. However, if the director retires on or before 30 June 2027, this period runs until 1 July 2027. The shares will be held and maintained in a dedicated account until the transfer restrictions are lifted.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 23 June 2026, was ¥5,930. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 54th Annual Shareholders Meeting held on 20 June 2025, approval was obtained for the introduction of each restricted stock compensation plan, the compensation amounts, the total number of shares, the restricted periods and 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 of5,550 shares of the Company's common stock (Eligible Directors 1: 4,050 shares; Eligible Directors 2: 1,500 shares)
Issue price and disposal price¥5,930 per share
Total issue value¥32,911,500
Payment date17 July 2026
Intended allotteeCategory 2 of the Company's directors, excluding non-executive directors, including directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 4,050 shares, Category 5 of the Company's non-executive directors, excluding directors who are Audit and Supervisory Committee members / Number of Shares 1,500 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of from the payment date until the date on which the director retires from the position of director. However, if the director retires on or before 30 June 2027, this period runs until 1 July 2027. The shares will be held and maintained in a dedicated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 23 June 2026, was ¥5,930. No discount or premium rate is stated.
Transfer restriction periodFrom the payment date until the date on which the director retires from the position of director. If the director retires on or before 30 June 2027, the period runs until 1 July 2027.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restricted period, provided that the director remains in office continuously from the payment date until the conclusion of the first annual shareholders meeting to be held thereafter. If the director retires for a valid reason or due to death, the restrictions will be lifted on the number of shares calculated in proportion to the period of service. In the event of a reorganization or similar event, the restrictions will be lifted on the number of shares calculated in accordance with the prescribed period.
Reason for acquisition without considerationIf the director retires without a valid reason before the conclusion of the first annual shareholders meeting to be held after the payment date; if any shares remain subject to the transfer restrictions when the restrictions are lifted; or if any shares remain subject to the restrictions after the restrictions have been lifted in connection with a reorganization or similar event.
Categories and Number of Persons CoveredEligible Directors 1: 2 people, 4,050 shares. Eligible Directors 2 (non-executive directors, excluding directors who are Audit and Supervisory Committee members): 5 people, 1,500 shares.
Total Stock-Based CompensationTotal monetary compensation claims of ¥32,911,500 (Eligible Directors 1: ¥24,016,500; Eligible Directors 2: ¥8,895,000). The annual compensation limits are ¥60,000 thousand or less for Eligible Directors 1 and ¥10,000 thousand or less for Eligible Directors 2.
Procedures under the Corporate Code of ConductAt the 54th Annual Shareholders Meeting held on 20 June 2025, approval was obtained for the introduction of each restricted stock compensation plan, the compensation amounts, the total number of shares, the restricted periods and other matters.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 align directors' interests with shareholders by sharing the benefits and risks of share price fluctuations, and to enhance their motivation and morale to contribute to improving business performance and corporate value over the medium to long term. For non-executive directors, the purpose is to share value from the perspective of shareholders and provide an incentive to continuously enhance corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JAPAN PURE CHEMICAL CO.,LTD. (4973) timely disclosure | Komori