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Share Issuance and Disposal7953KIKUSUI CHEMICAL INDUSTRIES CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock to Directors, Executive Officers and Audit & Supervisory Board Members

The Company resolved to grant 28,800 restricted shares through the disposal of treasury shares to its directors, executive officers and Audit & Supervisory Board Members, with part of their compensation contributed in kind. The disposal price is ¥386 per share, for a total of ¥11,116,800.

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Neutral
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Scale
28800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much28,800Shares

28,800 shares of the Company's common stock (treasury shares)

5 of the Company's directors (excluding Outside Directors)23,000 shares
3 executive officers of the Company3,300 shares
1 of the Company's Audit & Supervisory Board Members2,500 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.

¥386 per share
Total issue value

¥11,116,800

Amount of funds to be raised
Total payment amount: ¥11,116,800. Approximate net proceeds: Not disclosed
Total Stock-Based Compensation
¥11,116,800 in monetary compensation receivables
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares and does not increase the total number of issued shares, the dilution rate is Not disclosed

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 24 July 2026 until the date on which the eligible officer ceases to hold any position as a director, employee (including executive officers) or Audit & Supervisory Board Member of the Company
Conditions for lifting transfer restrictions
Provided that the eligible officer continuously holds any position as a director, employee (including an executive officer) or Audit & Supervisory Board Member of the Company from 24 July 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions on the expiration date of the transfer restriction period. If the eligible officer ceases to hold the position due to expiration of the term of office, death or any other reason deemed legitimate by the Board of Directors, the restrictions will be released for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions when the transfer restriction period expires.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 23,000 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 3,300 shares, Category Statutory Auditors / Number of Employees 1 / Number of allocated shares 2,500 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the eligible officer ceases to hold any position as a director, employee (including executive officers) or Audit & Supervisory Board Member of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥386. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 65th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the monetary compensation receivables to be granted as restricted stock and the maximum number of shares. This disposal is based on a resolution of the Board of Directors and consultation among the Audit & Supervisory Board Members.
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 of28,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥386 per share
Total issue value¥11,116,800
Amount of funds to be raisedTotal payment amount: ¥11,116,800. Approximate net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 5 of the Company's directors (excluding Outside Directors) / Number of Shares 23,000 shares, Category 3 executive officers of the Company / Number of Shares 3,300 shares, Category 1 of the Company's Audit & Supervisory Board Members / Number of Shares 2,500 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the eligible officer ceases to hold any position as a director, employee (including executive officers) or Audit & Supervisory Board Member of the Company, the shares may not be transferred, pledged or otherwise disposed of.
Dilution RateAs this is a disposal of treasury shares and does not increase the total number of issued shares, the dilution rate is Not disclosed
Total number of issued sharesNo increase, as this is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥386. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the eligible officer ceases to hold any position as a director, employee (including executive officers) or Audit & Supervisory Board Member of the Company
Conditions for lifting transfer restrictionsProvided that the eligible officer continuously holds any position as a director, employee (including an executive officer) or Audit & Supervisory Board Member of the Company from 24 July 2026 through 1 July 2027, all of the allocated shares will be released from the transfer restrictions on the expiration date of the transfer restriction period. If the eligible officer ceases to hold the position due to expiration of the term of office, death or any other reason deemed legitimate by the Board of Directors, the restrictions will be released for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions when the transfer restriction period expires.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 23,000 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 3,300 shares, Category Statutory Auditors / Number of Employees 1 / Number of allocated shares 2,500 shares
Total Stock-Based Compensation¥11,116,800 in monetary compensation receivables
Procedures under the Corporate Code of ConductAt the 65th Annual General Meeting of Shareholders held on 29 June 2022, approval was obtained for the monetary compensation receivables to be granted as restricted stock and the maximum number of shares. This disposal is based on a resolution of the Board of Directors and consultation among the Audit & Supervisory Board Members.
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.

To provide incentives for the sustainable enhancement of corporate value and further align the interests of the recipients with those of shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock to Directors, Executive Officers and Audit & Supervisory Board Members | KIKUSUI CHEMICAL INDUSTRIES CO.,LTD. (7953) timely disclosure | Komori