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Share Issuance and Disposal8016ONWARD HOLDINGS CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 265,800 treasury shares to 28 eligible recipients as restricted stock compensation. The disposal price is ¥739 per share, for a total disposal value of ¥196,426,200.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much265,800Shares

265,800 treasury shares

4 of the Company's directors, excluding outside directors95,700 shares
5 of the Company's executive officers who do not concurrently serve as directors32,800 shares
12 directors of the Company's subsidiaries106,100 shares
7 executive officers of the Company's subsidiaries31,200 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.

¥739 per share
Total Stock-Based Compensation

Total monetary claims: ¥196,426,200

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 26 June 2026 until immediately after the recipient retires or resigns from, or leaves employment in, the prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a prescribed position at the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for the number of shares calculated according to the period of service. In the event of a corporate reorganisation or similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without consideration
The Company will acquire without consideration all of the shares covered by this allocation for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 95,700 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 32,800 shares, Category Directors of subsidiaries of the Company / Number of Employees 12 / Number of allocated shares 106,100 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 7 / Number of allocated shares 31,200 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. If a recipient retires or resigns from the prescribed position, or leaves employment, any shares for which the transfer restrictions are not lifted will be acquired by the Company without consideration.
Payment date
26 June 2026
Basis for determining the amount to be paid
The price was set at ¥739 based on the average daily closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market for the most recent one-month period from 27 May 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The Compensation Committee was consulted.
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 of265,800 treasury shares
Issue price and disposal price¥739 per share
Payment date26 June 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 95,700 shares, Name 5 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 32,800 shares, Name 12 directors of the Company's subsidiaries / Number of Shares 106,100 shares, Name 7 executive officers of the Company's subsidiaries / Number of Shares 31,200 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. If a recipient retires or resigns from the prescribed position, or leaves employment, any shares for which the transfer restrictions are not lifted will be acquired by the Company without consideration.
Basis for determining the amount to be paidThe price was set at ¥739 based on the average daily closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market for the most recent one-month period from 27 May 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium was stated.
Transfer restriction periodFrom 26 June 2026 until immediately after the recipient retires or resigns from, or leaves employment in, the prescribed position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a prescribed position at the Company or one of its subsidiaries throughout the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for the number of shares calculated according to the period of service. In the event of a corporate reorganisation or similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without considerationThe Company will acquire without consideration all of the shares covered by this allocation for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 95,700 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 32,800 shares, Category Directors of subsidiaries of the Company / Number of Employees 12 / Number of allocated shares 106,100 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 7 / Number of allocated shares 31,200 shares
Total Stock-Based CompensationTotal monetary claims: ¥196,426,200
Procedures under the Corporate Code of ConductThe Compensation Committee was consulted.
Items this document does not state (15)
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 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 directors and other officers with an incentive to continuously enhance corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ONWARD HOLDINGS CO.,LTD. (8016) timely disclosure | Komori