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

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 15,000 treasury shares to grant restricted stock to eligible employees through the Employee Stock Ownership Association. The actual number of shares to be disposed of will be determined at a later date based on the number of employees who agree to participate in the scheme.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
15000
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much15,000Shares

Up to 15,000 shares of the Company's common stock (the actual number of shares will be determined based on the number of eligible employees)

Hokkoh Chemical Industry Co., Ltd. Employee Stock Ownership Association: up to 15,000 shares

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

¥1,780 per share
Total issue value

¥26,700,000 (maximum)

Amount of funds to be raised
Total payment amount of ¥26,700,000 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary claims of ¥35,600 per eligible employee (for up to 750 employees)
発行済株式総数

0.05% of the total number of issued shares and 0.06% of the total number of voting rights, based on a maximum of 15,000 shares

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
From 31 August 2026 to 31 August 2031 (five years)
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted period, provided that the employee has continuously remained a member of the Employee Stock Ownership Association throughout the restricted period. If an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, or becomes a nonresident due to an overseas transfer or other circumstance, the restrictions will be lifted on the respective prescribed date.
Reason for acquisition without consideration
If, during the restricted stock period, an eligible employee engages in a violation of laws or regulations or otherwise becomes subject to any of the specified events set out in the relevant allocation agreement. This also applies if, upon expiration of the restricted stock period or at a prescribed time when the restrictions are lifted, there are shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Up to 750 eligible employees of the Company, with 20 shares per employee (up to 15,000 shares)
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account opened with Nomura Securities Co., Ltd. After the restrictions are lifted, the shares will be transferred to the association's regular account or to securities accounts in the names of the eligible employees.
Payment date
31 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,780 on the Tokyo Stock Exchange Standard Market on 20 April 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 1.19% for the one-month period from 23 March to 20 April 2026, 0.39% for the three-month period from 21 January to 20 April 2026, and 4.64% for the six-month period from 21 October 2025 to 20 April 2026.
Procedures under the Corporate Code of Conduct
Because 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 conducting procedures to ascertain shareholders' intentions are not required. The Company has obtained an opinion from its 4 Audit & Supervisory Board Members, including 3 outside members, that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed ofUp to 15,000 shares of the Company's common stock (the actual number of shares will be determined based on the number of eligible employees)
Issue price and disposal price¥1,780 per share
Total issue value¥26,700,000 (maximum)
Amount of funds to be raisedTotal payment amount of ¥26,700,000 (maximum); estimated net proceeds Not disclosed
Payment date31 August 2026
Intended allotteeHokkoh Chemical Industry Co., Ltd. Employee Stock Ownership Association: up to 15,000 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account opened with Nomura Securities Co., Ltd. After the restrictions are lifted, the shares will be transferred to the association's regular account or to securities accounts in the names of the eligible employees.
Dilution Rate0.05% of the total number of issued shares and 0.06% of the total number of voting rights, based on a maximum of 15,000 shares
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 ¥1,780 on the Tokyo Stock Exchange Standard Market on 20 April 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 1.19% for the one-month period from 23 March to 20 April 2026, 0.39% for the three-month period from 21 January to 20 April 2026, and 4.64% for the six-month period from 21 October 2025 to 20 April 2026.
Transfer restriction periodFrom 31 August 2026 to 31 August 2031 (five years)
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted period, provided that the employee has continuously remained a member of the Employee Stock Ownership Association throughout the restricted period. If an employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, or becomes a nonresident due to an overseas transfer or other circumstance, the restrictions will be lifted on the respective prescribed date.
Reason for acquisition without considerationIf, during the restricted stock period, an eligible employee engages in a violation of laws or regulations or otherwise becomes subject to any of the specified events set out in the relevant allocation agreement. This also applies if, upon expiration of the restricted stock period or at a prescribed time when the restrictions are lifted, there are shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredUp to 750 eligible employees of the Company, with 20 shares per employee (up to 15,000 shares)
Total Stock-Based CompensationMonetary claims of ¥35,600 per eligible employee (for up to 750 employees)
Procedures under the Corporate Code of ConductBecause 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 conducting procedures to ascertain shareholders' intentions are not required. The Company has obtained an opinion from its 4 Audit & Supervisory Board Members, including 3 outside members, that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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.

The purpose is to enhance benefits for eligible employees, support their asset formation, provide incentives for the sustained enhancement of corporate value, and promote value sharing between eligible employees and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | HOKKO CHEMICAL INDUSTRY CO.,LTD. (4992) timely disclosure | Komori