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Share Issuance and Disposal1721COMSYS Holdings CorporationConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 62,817 treasury shares as restricted stock compensation for directors and executive officers. The disposal will be made under 2 plans: a service-continuity plan and a performance-linked plan.

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Neutral
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Scale
62817
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

62,817 common shares of the Company (13,129 shares under the service-continuity plan and 49,688 shares under the performance-linked plan)

Directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors) and directors of the Company's wholly owned subsidiaries44 people / 13,129 shares
Directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), directors of the Company's wholly owned subsidiaries, and executive officers123 people / 49,688 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.

¥5,350 per share
Total issue value

¥336,070,950

Amount of funds to be raised
As the shares will be contributed in kind in exchange for monetary compensation claims, the total payment amount will be ¥336,070,950; the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Service-continuity plan: monetary compensation claims of ¥70,240,150. Performance-linked plan: monetary compensation claims of ¥265,830,800.
Specific use of funds
Not applicable (contribution in kind of monetary compensation claims)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares)

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
Service-continuity plan: 24 July 2026 to 23 July 2056 (30 years). Performance-linked plan: from 24 July 2026 until the later of immediately after the recipient ceases to hold the relevant position or the date on which the semi-annual report for the fiscal year in which the relevant shares were allocated is filed.
Conditions for lifting transfer restrictions
Service-continuity plan: All restrictions will be lifted upon expiry of the period, provided that the recipient continuously held the specified position throughout the transfer restriction period. Performance-linked plan: Subject to continued service, restrictions will be lifted on the number of shares corresponding to the degree of achievement of consolidated operating profit and other performance targets set by the Board of Directors during the performance evaluation period.
Reason for acquisition without consideration
If the recipient ceases to hold the specified position before the transfer restriction period expires, except where the Board of Directors recognizes a legitimate reason; if the performance targets under the performance-linked plan are not achieved; or if any shares remain subject to the transfer restrictions.
Categories and Number of Persons Covered
Service-continuity plan: 44 directors of the Company and its wholly owned subsidiaries, 13,129 shares. Performance-linked plan: 123 directors of the Company and its wholly owned subsidiaries and executive officers, 49,688 shares.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, subject to a security interest by way of transfer, gifted during the donor's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,350. There was no discount or premium.
Procedures under the Corporate Code of Conduct
The annual general meetings of shareholders held on 27 June 2025 and 26 June 2020 approved the compensation framework, introduction of the plans and related matters.
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 of62,817 common shares of the Company (13,129 shares under the service-continuity plan and 49,688 shares under the performance-linked plan)
Issue price and disposal price¥5,350 per share
Total issue value¥336,070,950
Amount of funds to be raisedAs the shares will be contributed in kind in exchange for monetary compensation claims, the total payment amount will be ¥336,070,950; the estimated net proceeds are Not disclosed
Specific use of fundsNot applicable (contribution in kind of monetary compensation claims)
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors) and directors of the Company's wholly owned subsidiaries / Number of Employees 44 people / Number of Shares 13,129 shares, Name Directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), directors of the Company's wholly owned subsidiaries, and executive officers / Number of Employees 123 people / Number of Shares 49,688 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, subject to a security interest by way of transfer, gifted during the donor's lifetime, bequeathed or otherwise disposed of in any manner.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesThe total number of issued shares will not increase because this is a 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,350. There was no discount or premium.
Transfer restriction periodService-continuity plan: 24 July 2026 to 23 July 2056 (30 years). Performance-linked plan: from 24 July 2026 until the later of immediately after the recipient ceases to hold the relevant position or the date on which the semi-annual report for the fiscal year in which the relevant shares were allocated is filed.
Conditions for lifting transfer restrictionsService-continuity plan: All restrictions will be lifted upon expiry of the period, provided that the recipient continuously held the specified position throughout the transfer restriction period. Performance-linked plan: Subject to continued service, restrictions will be lifted on the number of shares corresponding to the degree of achievement of consolidated operating profit and other performance targets set by the Board of Directors during the performance evaluation period.
Reason for acquisition without considerationIf the recipient ceases to hold the specified position before the transfer restriction period expires, except where the Board of Directors recognizes a legitimate reason; if the performance targets under the performance-linked plan are not achieved; or if any shares remain subject to the transfer restrictions.
Categories and Number of Persons CoveredService-continuity plan: 44 directors of the Company and its wholly owned subsidiaries, 13,129 shares. Performance-linked plan: 123 directors of the Company and its wholly owned subsidiaries and executive officers, 49,688 shares.
Total Stock-Based CompensationService-continuity plan: monetary compensation claims of ¥70,240,150. Performance-linked plan: monetary compensation claims of ¥265,830,800.
Procedures under the Corporate Code of ConductThe annual general meetings of shareholders held on 27 June 2025 and 26 June 2020 approved the compensation framework, introduction of the plans and related matters.
Items this document does not state (10)
Estimated issuance expensesExercise 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.

The purpose is to provide incentives for the sustained enhancement of corporate value, promote value sharing with shareholders, increase awareness of contributing to medium- and long-term improvements in performance and corporate value, and encourage ownership of the Company's shares.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | COMSYS Holdings Corporation (1721) timely disclosure | Komori