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Share Issuance and Disposal5208Arisawa Mfg.Co.,Ltd.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 19,472 treasury shares as restricted stock compensation for 9 directors. The disposal date is 17 July 2026.

Worth reading
36Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
19472
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,472Shares

19,472 treasury shares

9 directors of the Company19,472 shares

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

¥2,454 per share
Total issue value

¥47,784,288

Amount of funds to be raised
As the entire amount of the monetary claims is contributed in kind, the total payment amount is ¥47,784,288 and the estimated net proceeds are nil.
Total Stock-Based Compensation
Total monetary claims: ¥47,784,288. The compensation limit under the plan is ¥60 million per year.
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 17 July 2026 until immediately after the relevant recipient retires or resigns from a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a designated position at the Company or one of its subsidiaries throughout the period of service, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient retires or resigns upon expiration of the term of office, mandatory retirement, death or any other legitimate reason, the transfer restrictions on the number of shares corresponding to the recipient’s months in office will be lifted immediately after the retirement or resignation.
Reason for acquisition without consideration
If the recipient retires or resigns for a reason other than a legitimate reason, or if the transfer restrictions are not lifted when the transfer restriction period expires or at the time of release, the Company will acquire the relevant shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered
9 directors of the Company, 19,472 shares (the plan applies to directors, including outside directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 17 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,454. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The resolution was adopted by the Board of Directors following consultation with the Nomination and Compensation Advisory Committee.
Impact on Business Performance
No information is provided regarding the impact of this matter on business performance.
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 of19,472 treasury shares
Issue price and disposal price¥2,454 per share
Total issue value¥47,784,288
Amount of funds to be raisedAs the entire amount of the monetary claims is contributed in kind, the total payment amount is ¥47,784,288 and the estimated net proceeds are nil.
Payment date17 July 2026
Intended allotteeName 9 directors of the Company / Number of Shares 19,472 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 17 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,454. No discount or premium rate is stated.
Transfer restriction periodFrom 17 July 2026 until immediately after the relevant recipient retires or resigns from a designated position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a designated position at the Company or one of its subsidiaries throughout the period of service, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient retires or resigns upon expiration of the term of office, mandatory retirement, death or any other legitimate reason, the transfer restrictions on the number of shares corresponding to the recipient’s months in office will be lifted immediately after the retirement or resignation.
Reason for acquisition without considerationIf the recipient retires or resigns for a reason other than a legitimate reason, or if the transfer restrictions are not lifted when the transfer restriction period expires or at the time of release, the Company will acquire the relevant shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions are not lifted.
Categories and Number of Persons Covered9 directors of the Company, 19,472 shares (the plan applies to directors, including outside directors)
Total Stock-Based CompensationTotal monetary claims: ¥47,784,288. The compensation limit under the plan is ¥60 million per year.
Procedures under the Corporate Code of ConductThe resolution was adopted by the Board of Directors following consultation with the Nomination and Compensation Advisory Committee.
Impact on Business PerformanceNo information is provided regarding the impact of this matter on business performance.
Items this document does not state (12)
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 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 enhance directors’ awareness of contributing to the sustainable enhancement of corporate value and to promote the sharing of value with shareholders. The number of shares and the compensation amount were determined after taking into consideration the purpose of the plan, the Company’s business performance and the scope of each director’s responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Arisawa Mfg.Co.,Ltd. (5208) timely disclosure | Komori