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Share Issuance and Disposal4992HOKKO CHEMICAL INDUSTRY CO.,LTD.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment in Connection with the Introduction of a Stock Benefit Trust for Directors and Executive Officers

The Company has resolved to dispose of 160,000 treasury shares it holds to Custody Bank of Japan, Ltd. (Trust Account) in connection with the introduction of a performance-linked share-based compensation plan for officers. The disposal price is ¥1,780 per share, and the total disposal amount is ¥284.8 million.

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Scale
160000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (disposal to the trust for the performance-linked share-based compensation plan for officers)

発行・処分する株式数160,000Shares

160,000 treasury shares

Intended allottee
株式会社日本カストディ銀行 (Trust Account)
¥1,780 per share
Amount of funds to be raised

Total payment amount: ¥284,800,000; estimated net proceeds: Not disclosed

発行済株式総数

0.58% of the total number of shares issued and 0.62% of the total number of voting rights

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.

Categories and Number of Persons Covered
Directors and executive officers (number of eligible persons and number of shares allotted: Not disclosed; excluding outside directors and non-residents of Japan)
Payment date
8 May 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 20 April 2026 was ¥1,780. The deviations from the average closing price were 1.19% for 1 month (23 March 2026 to 20 April 2026), 0.39% for 3 months (21 January 2026 to 20 April 2026), and 4.64% for 6 months (21 October 2025 to 20 April 2026).
Procedures under the Corporate Code of Conduct
As the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and seeking shareholder approval are not required. All 4 Audit & Supervisory Board members expressed the opinion that the disposal price is lawful and does not constitute a price particularly favorable to the prospective allottee.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (disposal to the trust for the performance-linked share-based compensation plan for officers)
Number of shares to be issued or disposed of160,000 treasury shares
Issue price and disposal price¥1,780 per share
Amount of funds to be raisedTotal payment amount: ¥284,800,000; estimated net proceeds: Not disclosed
Payment date8 May 2026
Intended allottee株式会社日本カストディ銀行 (Trust Account)
Dilution Rate0.58% of the total number of shares issued and 0.62% of the total number of voting rights
Total number of issued shares27,485,531 shares (as of 30 November 2025) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 20 April 2026 was ¥1,780. The deviations from the average closing price were 1.19% for 1 month (23 March 2026 to 20 April 2026), 0.39% for 3 months (21 January 2026 to 20 April 2026), and 4.64% for 6 months (21 October 2025 to 20 April 2026).
Categories and Number of Persons CoveredDirectors and executive officers (number of eligible persons and number of shares allotted: Not disclosed; excluding outside directors and non-residents of Japan)
Procedures under the Corporate Code of ConductAs the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and seeking shareholder approval are not required. All 4 Audit & Supervisory Board members expressed the opinion that the disposal price is lawful and does not constitute a price particularly favorable to the prospective allottee.
Items this document does not state (17)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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.

The Company will dispose of treasury shares to Custody Bank of Japan, Ltd. (Trust Account), the re-trustee of the trustee of the trust, for the introduction of a performance-linked share-based compensation plan for officers. The number of shares to be disposed of is equivalent to the total number of shares expected to be granted over 4 fiscal years.

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Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment in Connection with the Introduction of a Stock Benefit Trust for Directors and Executive Officers | HOKKO CHEMICAL INDUSTRY CO.,LTD. (4992) timely disclosure | Komori