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Share Issuance and Disposal1433BESTERRA CO.,LTDConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,552 treasury shares as restricted stock compensation to 9 individuals, including directors and representative directors of subsidiaries. The shares may not be transferred for a specified period, until the recipient resigns or retires.

Worth reading
46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
10963528
Yen (total disposal amount)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,552Shares

10,552 shares of the Company's common stock (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)8,663 shares
5 executive officers of the Company (excluding executive officers serving under mandate agreements)965 shares
2 representative directors of the Company’s subsidiaries (excluding those concurrently employed by the Company’s Group)924 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.

¥1,039 per share
Total issue value

¥10,963,528

Total Stock-Based Compensation
Total monetary compensation receivables of ¥10,963,528 (the annual compensation limit for directors covered by the arrangement is ¥30 million or less)
発行済株式総数

0.34% (as a percentage of the total number of shares issued as of the end of January 2026)

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.

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 22 May 2026 until the date on which the recipient resigns or retires from all positions as a director, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company or the relevant subsidiary through the first annual general meeting of shareholders of the Company or the relevant subsidiary to be held after the start of the transfer restriction period. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If the recipient resigns or retires without a legitimate reason before the day preceding the prescribed annual general meeting of shareholders, if the restrictions remain in place when the restriction period expires, or if any shares remain subject to restrictions when the recipient resigns or retires in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 8,663 shares, Category The Company's executive officers (excluding executive officers serving under an agency agreement) / Number of Employees 5 / Number of allocated shares 965 shares, Category Representative directors of the Company's subsidiaries (excluding those concurrently serving as employees within the Company's Group) / Number of Employees 2 / Number of allocated shares 924 shares
Intended allottee's holding policy
The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the owner's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 22 April 2026, ¥1,039. No discount or premium applies.
Impact on Business Performance
The dilution resulting from this disposal of treasury shares is limited at 0.34% and is reasonable in light of the purpose of the arrangement.
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 of10,552 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,039 per share
Total issue value¥10,963,528
Payment date22 May 2026
Intended allotteeCategory 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 8,663 shares, Category 5 executive officers of the Company (excluding executive officers serving under mandate agreements) / Number of Shares 965 shares, Category 2 representative directors of the Company’s subsidiaries (excluding those concurrently employed by the Company’s Group) / Number of Shares 924 shares
Intended allottee's holding policyThe shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the owner's lifetime, bequeathed or otherwise disposed of in any manner.
Dilution Rate0.34% (as a percentage of the total number of shares issued as of the end of January 2026)
Total number of issued shares9,297,200 shares → Not disclosed(0.34% (extent of dilution resulting from the disposal of treasury shares))
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 22 April 2026, ¥1,039. No discount or premium applies.
Transfer restriction periodFrom 22 May 2026 until the date on which the recipient resigns or retires from all positions as a director, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company or the relevant subsidiary through the first annual general meeting of shareholders of the Company or the relevant subsidiary to be held after the start of the transfer restriction period. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf the recipient resigns or retires without a legitimate reason before the day preceding the prescribed annual general meeting of shareholders, if the restrictions remain in place when the restriction period expires, or if any shares remain subject to restrictions when the recipient resigns or retires in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 8,663 shares, Category The Company's executive officers (excluding executive officers serving under an agency agreement) / Number of Employees 5 / Number of allocated shares 965 shares, Category Representative directors of the Company's subsidiaries (excluding those concurrently serving as employees within the Company's Group) / Number of Employees 2 / Number of allocated shares 924 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥10,963,528 (the annual compensation limit for directors covered by the arrangement is ¥30 million or less)
Impact on Business PerformanceThe dilution resulting from this disposal of treasury shares is limited at 0.34% and is reasonable in light of the purpose of the arrangement.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | BESTERRA CO.,LTD (1433) timely disclosure | Komori