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Share Issuance and Disposal7988NIFCO INC.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares in Connection with the Continuation of the Stock-Based Compensation Plan for Directors and Executive Officers

The Company resolved to dispose of 74,200 treasury shares to the Directors’ Compensation BIP Trust Account at The Master Trust Bank of Japan, Ltd. in order to continue the stock compensation plan for directors and executive officers. The shares will be used for delivery to plan participants, and no temporary outflow of the shares into the market is anticipated.

Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.07
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the continuation of the stock compensation plan for directors and executive officers

Who receives how much74,200Shares

74,200 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)74,200 shares

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

¥5,336 per share
Total issue value

¥395,931,200

発行済株式総数

0.07% of total issued shares and 0.08% of total 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
The Company’s directors and executive officers, excluding directors who are Audit and Supervisory Committee members, outside directors and persons residing overseas; directors of certain subsidiaries of the Company, excluding persons residing overseas; and the Company’s outside directors, excluding outside directors who are Audit and Supervisory Committee members. The number of participants and the number of shares allocated are Not disclosed.
Intended allottee's holding policy
The shares will be delivered to eligible directors and other eligible persons in accordance with the Share Delivery Regulations. No temporary outflow of the disposed shares into the stock market is anticipated.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of ¥5,336 on the Tokyo Stock Exchange on 30 July 2026, the business day preceding the date of the Board of Directors’ resolution. This amount is 104.36% of the average price of ¥5,113 for the preceding one-month period (1 July to 30 July 2026), representing a premium of 4.36%; 114.07% of the average price of ¥4,678 for the preceding three-month period (1 May to 30 July 2026), representing a premium of 14.07%; and 112.67% of the average price of ¥4,736 for the preceding six-month period (2 February to 30 July 2026), representing a premium of 12.67%.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required. The Audit and Supervisory Committee expressed its opinion that the disposal price is reasonable and is not particularly favorable.
Impact on Business Performance
The impact on the stock market is expected to be minor, and the number of shares disposed of and the scale of dilution were determined to be reasonable. Other impacts on performance are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the continuation of the stock compensation plan for directors and executive officers
Number of shares to be issued or disposed of74,200 common shares (treasury shares)
Issue price and disposal price¥5,336 per share
Total issue value¥395,931,200
Payment date20 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 74,200 shares
Intended allottee's holding policyThe shares will be delivered to eligible directors and other eligible persons in accordance with the Share Delivery Regulations. No temporary outflow of the disposed shares into the stock market is anticipated.
Dilution Rate0.07% of total issued shares and 0.08% of total voting rights
Total number of issued shares100,232,614 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥5,336 on the Tokyo Stock Exchange on 30 July 2026, the business day preceding the date of the Board of Directors’ resolution. This amount is 104.36% of the average price of ¥5,113 for the preceding one-month period (1 July to 30 July 2026), representing a premium of 4.36%; 114.07% of the average price of ¥4,678 for the preceding three-month period (1 May to 30 July 2026), representing a premium of 14.07%; and 112.67% of the average price of ¥4,736 for the preceding six-month period (2 February to 30 July 2026), representing a premium of 12.67%.
Categories and Number of Persons CoveredThe Company’s directors and executive officers, excluding directors who are Audit and Supervisory Committee members, outside directors and persons residing overseas; directors of certain subsidiaries of the Company, excluding persons residing overseas; and the Company’s outside directors, excluding outside directors who are Audit and Supervisory Committee members. The number of participants and the number of shares allocated are Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders’ intentions are not required. The Audit and Supervisory Committee expressed its opinion that the disposal price is reasonable and is not particularly favorable.
Impact on Business PerformanceThe impact on the stock market is expected to be minor, and the number of shares disposed of and the scale of dilution were determined to be reasonable. Other impacts on performance are Not disclosed.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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 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 clarify the link between executive compensation and the value of the Company’s shares and to strengthen the incentive to contribute to improved medium- to long-term performance and growth in corporate value. The disposal will also address the additional cash contribution required in connection with the continuation of the plan.

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Notice Regarding the Disposal of Treasury Shares in Connection with the Continuation of the Stock-Based Compensation Plan for Directors and Executive Officers | NIFCO INC. (7988) timely disclosure | Komori