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Share Issuance and Disposal4979OAT Agrio Co.,Ltd.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors

The Company resolved to grant 19,684 common shares at no charge to 6 directors as restricted stock compensation and dispose of treasury shares. The shares will be subject to restrictions on transfer and other dispositions for a specified period.

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19684
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,684Shares

19,684 common shares (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members19,684 shares

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

¥2,780 per share (fair value; issued at no charge)
Total issue value

¥54,721,520

Amount of funds to be raised
Total amount paid: ¥0 (issued at no charge). Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
Up to ¥100 million per year (the aggregate compensation limit for the issuance of shares at no charge and in-kind contribution arrangements)
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 until the date on which the recipient ceases to hold the position of director of the Company or any other position designated by the Company's Board of Directors
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company or any other position designated by the Company's Board of Directors from 8 May 2026 through 1 April 2027. However, if the recipient ceases to hold the position due to expiration of the term of office, death or another reason deemed justifiable by the Company's Board of Directors, all transfer restrictions will be lifted at the end of the restriction period. In the event of a reorganization or other similar transaction, all transfer restrictions will be lifted immediately before the business day preceding the effective date of the reorganization or other similar transaction, subject to the prescribed conditions.
Reason for acquisition without consideration
At the end of the restriction period or another prescribed date specified in the agreement, the Company will acquire without consideration any shares granted under this allocation for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding directors serving as Audit and Supervisory Committee members), 19,684 shares
Intended allottee's holding policy
From 8 May 2026 until the date on which the recipient ceases to hold the position of director of the Company or any other position designated by the Company's Board of Directors, the recipient may not transfer, create a security interest over or otherwise dispose of the shares.
Payment date
8 May 2026
Basis for determining the amount to be paid
The amount was based on the closing price of the Company's common shares on the Tokyo Stock Exchange on 9 April 2026, which was ¥2,780. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 11th Annual General Meeting of Shareholders held on 30 March 2021, approval was obtained for the issuance or disposal of shares and other matters under this program.
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 of19,684 common shares (treasury shares)
Issue price and disposal price¥2,780 per share (fair value; issued at no charge)
Total issue value¥54,721,520
Amount of funds to be raisedTotal amount paid: ¥0 (issued at no charge). Approximate net proceeds: Not disclosed
Payment date8 May 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members / Number of Shares 19,684 shares
Intended allottee's holding policyFrom 8 May 2026 until the date on which the recipient ceases to hold the position of director of the Company or any other position designated by the Company's Board of Directors, the recipient may not transfer, create a security interest over or otherwise dispose of the shares.
Basis for determining the amount to be paidThe amount was based on the closing price of the Company's common shares on the Tokyo Stock Exchange on 9 April 2026, which was ¥2,780. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 8 May 2026 until the date on which the recipient ceases to hold the position of director of the Company or any other position designated by the Company's Board of Directors
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company or any other position designated by the Company's Board of Directors from 8 May 2026 through 1 April 2027. However, if the recipient ceases to hold the position due to expiration of the term of office, death or another reason deemed justifiable by the Company's Board of Directors, all transfer restrictions will be lifted at the end of the restriction period. In the event of a reorganization or other similar transaction, all transfer restrictions will be lifted immediately before the business day preceding the effective date of the reorganization or other similar transaction, subject to the prescribed conditions.
Reason for acquisition without considerationAt the end of the restriction period or another prescribed date specified in the agreement, the Company will acquire without consideration any shares granted under this allocation for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding directors serving as Audit and Supervisory Committee members), 19,684 shares
Total Stock-Based CompensationUp to ¥100 million per year (the aggregate compensation limit for the issuance of shares at no charge and in-kind contribution arrangements)
Procedures under the Corporate Code of ConductAt the 11th Annual General Meeting of Shareholders held on 30 March 2021, approval was obtained for the issuance or disposal of shares and other matters under this program.
Items this document does not state (13)
Estimated 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 encourage directors to contribute to the sustained improvement of corporate value over the medium to long term and promote the sharing of value with shareholders. The Company also took into consideration its performance and the scope of responsibilities of each director.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors | OAT Agrio Co.,Ltd. (4979) timely disclosure | Komori