Komori
Share Issuance and Disposal1724SYNCLAYER INC.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 7,300 common shares of treasury stock as restricted stock compensation for the Company's directors and directors of its subsidiaries. The disposal price is ¥718 per share, for a total disposal amount of ¥5,241,400.

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43Recurring
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Direction
Neutral
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Scale
7300
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

7,300 common shares of the Company (of which 6,400 shares are for the Company's directors)

4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members6,400 shares
1 director of a subsidiary of the Company900 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.

¥718 per share
Amount of funds to be raised

Total payment amount: ¥5,241,400; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Monetary compensation claims of ¥5,241,400 (of which ¥4,595,200 relates to the Company's directors)
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
22 May 2026 to 20 March 2028
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period, provided that the eligible director has continuously held one of the following positions during the restricted transfer period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, advisor, counselor, or any equivalent position. In the event of retirement or resignation upon expiration of the term of office, mandatory retirement, or another legitimate reason, all restrictions will be released immediately after the retirement or resignation. In the event of death, all restrictions will be released immediately after death. The restrictions will also be released subject to prescribed conditions in the event of a corporate reorganization or similar transaction.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit and Supervisory Committee members): 6,400 shares; 1 director of a subsidiary of the Company: 900 shares
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 22 May 2026 to 20 March 2028.
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 Standard Market on 23 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥718. No discount or premium rate is stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of7,300 common shares of the Company (of which 6,400 shares are for the Company's directors)
Issue price and disposal price¥718 per share
Amount of funds to be raisedTotal payment amount: ¥5,241,400; estimated net proceeds: Not disclosed
Payment date22 May 2026
Intended allotteeName 4 directors of the Company, excluding directors serving as Audit & Supervisory Committee members / Number of Shares 6,400 shares, Name 1 director of a subsidiary of the Company / Number of Shares 900 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 22 May 2026 to 20 March 2028.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥718. No discount or premium rate is stated.
Transfer restriction period22 May 2026 to 20 March 2028
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period, provided that the eligible director has continuously held one of the following positions during the restricted transfer period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, advisor, counselor, or any equivalent position. In the event of retirement or resignation upon expiration of the term of office, mandatory retirement, or another legitimate reason, all restrictions will be released immediately after the retirement or resignation. In the event of death, all restrictions will be released immediately after death. The restrictions will also be released subject to prescribed conditions in the event of a corporate reorganization or similar transaction.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit and Supervisory Committee members): 6,400 shares; 1 director of a subsidiary of the Company: 900 shares
Total Stock-Based CompensationMonetary compensation claims of ¥5,241,400 (of which ¥4,595,200 relates to the Company's directors)
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution 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 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.

The purpose is to further enhance the motivation of the eligible directors, provide them with a sustained incentive, and share shareholder value. In determining the disposal, the Company considered the purpose of the program, the Company's operating performance, the scope of the eligible directors' responsibilities, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SYNCLAYER INC. (1724) timely disclosure | Komori