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Share Issuance and Disposal7995VALQUA,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,700 treasury shares as restricted stock compensation for its directors and executive officers. The recipients are 3 directors and 15 executive officers, and the disposal date is 17 July 2026.

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Neutral
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Scale
13700
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,700Shares

13,700 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors)5,200 shares
15 executive officers of the Company (including those treated as executive officers)8,500 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.

¥7,740 per share
Total Stock-Based Compensation

Total monetary compensation receivables: ¥106,038,000

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
30 years (17 July 2026 to 16 July 2056)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions from 17 July 2026 until the date of the first ensuing annual general meeting of shareholders, all transfer restrictions on the recipient's allocated shares held at the end of the period will be lifted: director, audit & supervisory board member, executive officer (including those treated as executive officers) or employee of the Company. In the event of retirement from office or employment for a valid reason, the restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without consideration
If, before the date of the first ensuing annual general meeting of shareholders, the recipient retires from office or employment from all positions as a director, audit & supervisory board member, executive officer (including those treated as executive officers) and employee of the Company without a valid reason. If any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions when the recipient retires from office or employment due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,200 shares, Category The Company's executive officers (including those treated as executive officers) / Number of Employees 15 / Number of allocated shares 8,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Payment date
17 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 23 June 2026 was ¥7,740. No discount or premium is stated.
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 of13,700 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥7,740 per share
Payment date17 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 5,200 shares, Name 15 executive officers of the Company (including those treated as executive officers) / Number of Shares 8,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. The transfer restriction period runs from 17 July 2026 to 16 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 23 June 2026 was ¥7,740. No discount or premium is stated.
Transfer restriction period30 years (17 July 2026 to 16 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions from 17 July 2026 until the date of the first ensuing annual general meeting of shareholders, all transfer restrictions on the recipient's allocated shares held at the end of the period will be lifted: director, audit & supervisory board member, executive officer (including those treated as executive officers) or employee of the Company. In the event of retirement from office or employment for a valid reason, the restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without considerationIf, before the date of the first ensuing annual general meeting of shareholders, the recipient retires from office or employment from all positions as a director, audit & supervisory board member, executive officer (including those treated as executive officers) and employee of the Company without a valid reason. If any shares remain subject to transfer restrictions when the period expires. If any shares remain subject to transfer restrictions when the recipient retires from office or employment due to a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,200 shares, Category The Company's executive officers (including those treated as executive officers) / Number of Employees 15 / Number of allocated shares 8,500 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥106,038,000
Items this document does not state (16)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | VALQUA,LTD. (7995) timely disclosure | Komori