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Share Issuance and Disposal7988NIFCO INC.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares for the Grant of Shares Through the Employee Stock Ownership Plan

The Company resolved to provide special incentive payments to employees of the Company and its subsidiaries through the employee stock ownership plan and to use those contributions to dispose of up to 132,000 treasury shares. The final number of eligible participants, shares to be disposed of and total disposal amount will be determined after the promotion ends.

Worth reading
40Recurring
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
132000
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (stock grant through the employee shareholding association)

Who receives how much132,000Shares

132,000 common shares (maximum; to be determined after the promotion ends)

NIFCO Employee Stock Ownership Plan (up to 132,000 shares)

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

¥2,384.5 per share
Total issue value

¥314,754,000 (maximum; to be determined after the promotion ends)

Amount of funds to be raised
Total payment amount: ¥314,754,000 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the special incentive payments are granted in cash and do not constitute monetary claims)
発行済株式総数

0.07% of total shares issued 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.

Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd. (entrusted with shareholding administration for the employee shareholding association)
Stock Split Ratio2 shares for every 1 share; effective date: 1 October 2026
Categories and Number of Persons Covered
Employees of the Company and its subsidiaries (the number of eligible participants will be determined after the promotion ends; breakdown of the number of participants and allocated shares: Not disclosed)
Intended allottee's holding policy
Eligible members may voluntarily withdraw the allocated Company shares to a securities account in the name of the eligible member. Other holding policy and lock-up: Not disclosed
Payment date
4 December 2026
Basis for determining the amount to be paid
The closing price of ¥2,384.5 on the TSE Prime Market on 29 October 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -4.28% for 1 month (30 September to 29 October 2026), -4.77% for 3 months (30 July to 29 October 2026) and -1.39% for 6 months (30 April to 29 October 2026).
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price is not a particularly favorable disposal price and that the transaction is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (stock grant through the employee shareholding association)
Number of shares to be issued or disposed of132,000 common shares (maximum; to be determined after the promotion ends)
Issue price and disposal price¥2,384.5 per share
Total issue value¥314,754,000 (maximum; to be determined after the promotion ends)
Amount of funds to be raisedTotal payment amount: ¥314,754,000 (maximum). Estimated net proceeds: Not disclosed
Payment date4 December 2026
Intended allotteeNIFCO Employee Stock Ownership Plan (up to 132,000 shares)
Intended allottee's holding policyEligible members may voluntarily withdraw the allocated Company shares to a securities account in the name of the eligible member. Other holding policy and lock-up: Not disclosed
Dilution Rate0.07% of total shares issued and 0.08% of total voting rights
Total number of issued shares180,856,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥2,384.5 on the TSE Prime Market on 29 October 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -4.28% for 1 month (30 September to 29 October 2026), -4.77% for 3 months (30 July to 29 October 2026) and -1.39% for 6 months (30 April to 29 October 2026).
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries (the number of eligible participants will be determined after the promotion ends; breakdown of the number of participants and allocated shares: Not disclosed)
Total Stock-Based CompensationNot applicable (the special incentive payments are granted in cash and do not constitute monetary claims)
Underwriter / lead underwriterNomura Securities Co., Ltd. (entrusted with shareholding administration for the employee shareholding association)
Stock Split Ratio2 shares for every 1 share; effective date: 1 October 2026
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholder intent are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price is not a particularly favorable disposal price and that the transaction is lawful.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationOverallotmentMost 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 introduce an incentive plan under which common shares will be granted to members of the employee stock ownership plan as special incentive payments, with the aim of increasing employees' motivation to enhance the Company's medium- to long-term shareholder value.

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Notice Regarding the Disposal of Treasury Shares for the Grant of Shares Through the Employee Stock Ownership Plan | NIFCO INC. (7988) timely disclosure | Komori