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Share Issuance and Disposal8138SANKYO KASEI CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 1,832 treasury shares as restricted stock compensation to 5 directors. The shares may not be transferred until specified conditions, such as retirement or resignation, are met.

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Direction
Neutral
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Scale
1832
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,832Shares

1,832 shares of the Company's common stock (treasury shares)

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)1,832 shares

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

¥4,055 per share
Total issue value

¥7,428,760 (total disposal value)

Amount of funds to be raised
Total amount to be paid: ¥0; estimated net proceeds: ¥0
Total Stock-Based Compensation
Up to ¥14 million per year (separate from the existing cash compensation framework)
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 the allocation date until the later of the date on which the holder retires or resigns from the position of director, adviser, executive officer, employee or other equivalent position of the Company or one of its subsidiaries, or the date on which the Company's semiannual report for the fiscal year including the allocation date is filed.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the holder continuously held a transfer-restricted position from the month following the month containing the Company's annual general meeting of shareholders held immediately before the allocation date through the conclusion of the first annual general meeting of shareholders thereafter. If the holder retires or resigns due to death or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without consideration
If, during the transfer restriction period, the holder retires or resigns from a transfer-restricted position for a reason other than death or another legitimate reason, engages in a business that competes with the Company's business, or any other specified event occurs.
Categories and Number of Persons Covered
5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 1,832 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, which was ¥4,055. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The system and its annual limit were approved at the 99th Annual General Meeting of Shareholders held on 26 June 2025.
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 of1,832 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,055 per share
Total issue value¥7,428,760 (total disposal value)
Amount of funds to be raisedTotal amount to be paid: ¥0; estimated net proceeds: ¥0
Intended allotteeName 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 1,832 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, which was ¥4,055. No discount or premium rate was stated.
Transfer restriction periodFrom the allocation date until the later of the date on which the holder retires or resigns from the position of director, adviser, executive officer, employee or other equivalent position of the Company or one of its subsidiaries, or the date on which the Company's semiannual report for the fiscal year including the allocation date is filed.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the holder continuously held a transfer-restricted position from the month following the month containing the Company's annual general meeting of shareholders held immediately before the allocation date through the conclusion of the first annual general meeting of shareholders thereafter. If the holder retires or resigns due to death or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the number of months in office.
Reason for acquisition without considerationIf, during the transfer restriction period, the holder retires or resigns from a transfer-restricted position for a reason other than death or another legitimate reason, engages in a business that competes with the Company's business, or any other specified event occurs.
Categories and Number of Persons Covered5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 1,832 shares
Total Stock-Based CompensationUp to ¥14 million per year (separate from the existing cash compensation framework)
Procedures under the Corporate Code of ConductThe system and its annual limit were approved at the 99th Annual General Meeting of Shareholders held on 26 June 2025.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsPayment dateDilution 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 with an incentive to enhance corporate value and promote value sharing with shareholders. The purpose is also to achieve sustained enhancement of corporate value and value sharing with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SANKYO KASEI CORPORATION (8138) timely disclosure | Komori