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Share Issuance and Disposal1720TOKYU CONSTRUCTION CO., LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 42,558 treasury shares at ¥1,163 per share to 4 directors and 4 executive officers as restricted stock compensation. The shares will be subject to transfer restrictions from 23 July 2026 through 22 July 2056.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much42,558Shares

42,558 shares of the Company's common stock (treasury shares)

The Company's directors, excluding directors who are Audit and Supervisory Committee members, outside directors and non-executive directors4 / 34,048 shares
The Company's executive officers who do not concurrently serve as directors4 / 8,510 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.

¥1,163 per share
Total issue value

¥49,494,954

Amount of funds to be raised
Total monetary claims: ¥49,494,954; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥49,494,954 (the annual limit on total compensation for eligible directors is ¥60 million)
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 23 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in office or employed during the transfer restriction period as a director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor, adviser, consultant, employee or other equivalent position of the Company or any of its subsidiaries, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient leaves office or employment upon expiration of the term of office, mandatory retirement or for another legitimate reason, part of the transfer restrictions will be lifted immediately after the departure.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act violating laws or regulations or falls under any other specified event set forth in the allocation agreement, the Company will acquire all shares held by the recipient without consideration. The Company will also acquire without consideration any shares whose transfer restrictions remain in place at the expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
The Company's directors: 4 people, 34,048 shares; the Company's executive officers who do not concurrently serve as directors: 4 people, 8,510 shares
Intended allottee's holding policy
During the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,163. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the total compensation for eligible directors, the number of shares to be issued or disposed of, the 30-year transfer restriction period and other matters.
Impact on Business Performance
The impact of this matter on business performance is 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 of42,558 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,163 per share
Total issue value¥49,494,954
Amount of funds to be raisedTotal monetary claims: ¥49,494,954; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName The Company's directors, excluding directors who are Audit and Supervisory Committee members, outside directors and non-executive directors / Number of Employees 4 / Number of Shares 34,048 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 4 / Number of Shares 8,510 shares
Intended allottee's holding policyDuring the restricted period, transfers to third parties, the creation of security interests and all other dispositions are prohibited, and the shares will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,163. No discount or premium was applied.
Transfer restriction periodFrom 23 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in office or employed during the transfer restriction period as a director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor, adviser, consultant, employee or other equivalent position of the Company or any of its subsidiaries, all transfer restrictions will be lifted upon expiration of the transfer restriction period. If the recipient leaves office or employment upon expiration of the term of office, mandatory retirement or for another legitimate reason, part of the transfer restrictions will be lifted immediately after the departure.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act violating laws or regulations or falls under any other specified event set forth in the allocation agreement, the Company will acquire all shares held by the recipient without consideration. The Company will also acquire without consideration any shares whose transfer restrictions remain in place at the expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredThe Company's directors: 4 people, 34,048 shares; the Company's executive officers who do not concurrently serve as directors: 4 people, 8,510 shares
Total Stock-Based CompensationTotal monetary claims: ¥49,494,954 (the annual limit on total compensation for eligible directors is ¥60 million)
Procedures under the Corporate Code of ConductAt the 23rd Annual General Meeting of Shareholders held on 24 June 2026, approval was obtained for the total compensation for eligible directors, the number of shares to be issued or disposed of, the 30-year transfer restriction period and other matters.
Impact on Business PerformanceThe impact of this matter on business performance is Not disclosed
Items this document does not state (12)
Estimated 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 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 provide the eligible directors and other recipients with an incentive to pursue sustained enhancement of corporate value and to promote further value sharing with shareholders. The Company also took into consideration the purpose of the plan, the Company's operating performance, the scope of responsibilities of each eligible director and other recipient, and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOKYU CONSTRUCTION CO., LTD. (1720) timely disclosure | Komori