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Share Issuance and Disposal1716DAI-ICHI CUTTER KOGYO K.K.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 7,985 treasury shares without consideration as restricted stock compensation for 4 directors. The shares may not be transferred until the directors retire, and the restrictions will be lifted if the prescribed continuous-service conditions are met.

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Neutral
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Scale
7985
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,985Shares

7,985 common shares of the company (treasury shares)

4 directors (excluding outside directors)7,985 shares

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

Without consideration (no monetary payment or contribution of property required). Fair value per share: ¥1,378
Total issue value

¥11,003,330 (fair value)

Amount of funds to be raised
Total payment amount: without consideration; estimated net proceeds: ¥0
Total Stock-Based Compensation
Up to ¥30 million per year (the total number of common shares issued or disposed of under this system is limited to 30,000 shares per year)
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 October 2026 (the allotment date) until the date on which the holder retires as a director of the company
Conditions for lifting transfer restrictions
The transfer restrictions on all of the allotted shares will be lifted upon expiry of the restricted transfer period, provided that the eligible director has continuously remained a director of the company throughout the service period from the date of the company's annual general meeting of shareholders immediately preceding the allotment date through the date of the company's annual general meeting of shareholders held in the following year. If the director retires due to death or another reason deemed legitimate by the company's Board of Directors, the restrictions will be lifted on the number of shares corresponding to the number of months in office. In the event of a reorganisation or similar transaction, the Board of Directors may resolve to lift the transfer restrictions on all shares.
Reason for acquisition without consideration
The company will automatically acquire without consideration any allotted shares whose transfer restrictions have not been lifted upon expiry of the restricted transfer period.
Categories and Number of Persons Covered
4 directors (excluding outside directors); 7,985 shares allotted
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted transfer period runs from 26 October 2026 until the date on which the holder retires as a director of the company.
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 28 September 2026, ¥1,378, was used as the fair value per share. Discount rate/premium rate: Not disclosed
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 of7,985 common shares of the company (treasury shares)
Issue price and disposal priceWithout consideration (no monetary payment or contribution of property required). Fair value per share: ¥1,378
Total issue value¥11,003,330 (fair value)
Amount of funds to be raisedTotal payment amount: without consideration; estimated net proceeds: ¥0
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 7,985 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of. The restricted transfer period runs from 26 October 2026 until the date on which the holder retires as a director of the company.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 28 September 2026, ¥1,378, was used as the fair value per share. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 26 October 2026 (the allotment date) until the date on which the holder retires as a director of the company
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the allotted shares will be lifted upon expiry of the restricted transfer period, provided that the eligible director has continuously remained a director of the company throughout the service period from the date of the company's annual general meeting of shareholders immediately preceding the allotment date through the date of the company's annual general meeting of shareholders held in the following year. If the director retires due to death or another reason deemed legitimate by the company's Board of Directors, the restrictions will be lifted on the number of shares corresponding to the number of months in office. In the event of a reorganisation or similar transaction, the Board of Directors may resolve to lift the transfer restrictions on all shares.
Reason for acquisition without considerationThe company will automatically acquire without consideration any allotted shares whose transfer restrictions have not been lifted upon expiry of the restricted transfer period.
Categories and Number of Persons Covered4 directors (excluding outside directors); 7,985 shares allotted
Total Stock-Based CompensationUp to ¥30 million per year (the total number of common shares issued or disposed of under this system is limited to 30,000 shares per year)
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsPayment dateDilution 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 provide incentives for continuously increasing corporate value and promote value sharing with shareholders. In this disposal, the company considered the purpose of the system, the scope of each eligible director's responsibilities and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DAI-ICHI CUTTER KOGYO K.K. (1716) timely disclosure | Komori