Nippon Kayaku approves restricted stock grant to employee share plan

Nippon Kayaku announced the resolution of its board of directors to dispose of 38,700 shares of common stock from its treasury to the Nippon Kayaku Employee Shareholding Association (ESA) as restricted stock. This disposition, priced at 1,425.5 yen per share, totals 55,166,850 yen and is scheduled for October 17, 2025. The program, approved on May 15, 2023, aims to align employee interests with corporate value growth and facilitate wealth accumulation for up to 387 eligible employees.

The restricted stock will be subject to a transfer restriction period from October 17, 2025, to November 10, 2028. This restriction can be lifted upon the employee's continuous membership in the ESA during the period, or earlier in cases of retirement or other justifiable reasons. The disposition price, based on the closing price of the company’s common stock on the Tokyo Stock Exchange Prime Market on August 25, 2025, has been deemed rational and not particularly advantageous by all five audit & supervisory board members.

The dilution effect of this treasury share disposition is minimal, representing 0.02% of the total issued shares and total voting rights as of March 31, 2025. This transaction falls within regulatory thresholds, not requiring independent third-party opinions or shareholder confirmation procedures under the Tokyo Stock Exchange's listing rules.