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Share Issuance and Disposal7871FUKUVI CHEMICAL INDUSTRY CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 70,000 treasury shares as restricted stock compensation to 4 directors and 13 executive officers. The recipients will be granted monetary compensation claims totaling ¥62,720,000, which they will contribute in kind.

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Scale
70000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much70,000Shares

70,000 shares of the Company's common stock (treasury shares)

4 directors (excluding outside directors)52,000 shares
13 executive officers18,000 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.

¥896 per share
Total issue value

¥62,720,000

Amount of funds to be raised
Total payment amount: ¥62,720,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥62,720,000. For directors, approval has been obtained for monetary compensation claims of up to ¥100 million per year in total and the delivery of up to 100,000 shares per year in total.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 10 July 2026 until the date on which the recipient ceases to hold the position of director, Audit & Supervisory Board member, executive officer, director, counselor, adviser, or any other equivalent position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director, Audit & Supervisory Board member, executive officer, director, counselor, adviser, or any other equivalent position at the Company or one of its subsidiaries throughout the restriction period, all of the allocated shares held at the end of the restriction period will have their transfer restrictions lifted. If the date of lifting the restrictions falls within 3 months after the end of a fiscal year, the restrictions will be lifted after 3 months have elapsed from the end of that fiscal year.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the restriction period, as well as the prescribed shares if an event resulting in acquisition without consideration specified in the allocation agreement occurs during the restriction period.
Categories and Number of Persons Covered
4 directors (excluding outside directors): 52,000 shares; 13 executive officers: 18,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted at the end of the restriction period if certain conditions are met.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate was stated.
Impact on Business Performance
No information is provided regarding the impact on financial results
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 of70,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥896 per share
Total issue value¥62,720,000
Amount of funds to be raisedTotal payment amount: ¥62,720,000; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 52,000 shares, Name 13 executive officers / Number of Shares 18,000 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restrictions will be lifted at the end of the restriction period if certain conditions are met.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price on the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate was stated.
Transfer restriction periodFrom 10 July 2026 until the date on which the recipient ceases to hold the position of director, Audit & Supervisory Board member, executive officer, director, counselor, adviser, or any other equivalent position at the Company or one of its subsidiaries.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director, Audit & Supervisory Board member, executive officer, director, counselor, adviser, or any other equivalent position at the Company or one of its subsidiaries throughout the restriction period, all of the allocated shares held at the end of the restriction period will have their transfer restrictions lifted. If the date of lifting the restrictions falls within 3 months after the end of a fiscal year, the restrictions will be lifted after 3 months have elapsed from the end of that fiscal year.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the restriction period, as well as the prescribed shares if an event resulting in acquisition without consideration specified in the allocation agreement occurs during the restriction period.
Categories and Number of Persons Covered4 directors (excluding outside directors): 52,000 shares; 13 executive officers: 18,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥62,720,000. For directors, approval has been obtained for monetary compensation claims of up to ¥100 million per year in total and the delivery of up to 100,000 shares per year in total.
Impact on Business PerformanceNo information is provided regarding the impact on financial results
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide incentives for the sustainable enhancement of corporate value and promote value sharing with shareholders, taking into consideration the Company's performance, the scope of the recipients' responsibilities, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FUKUVI CHEMICAL INDUSTRY CO.,LTD. (7871) timely disclosure | Komori