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Share Issuance and Disposal1764KUDO CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

工藤建設 resolved to dispose of 6,693 treasury shares as restricted stock compensation to 6 directors. The disposal price is ¥2,711 per share, and the payment date is 23 October 2026.

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6693
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,693Shares

6,693 treasury shares

6 directors of the Company, excluding outside directors: 6,693 shares

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

¥2,711 per share
Total issue value

¥18,144,723

Total Stock-Based Compensation
Total monetary compensation receivables: ¥18,144,723. The annual compensation limit is ¥100 million or less.
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 October 2026 until the date on which the allottees cease to be directors of the Company. However, if that date is on or before 30 September 2027, the period will run until 1 October 2027.
Conditions for lifting transfer restrictions
The allottees must remain directors until the date of the first annual general meeting of shareholders held after 23 October 2026. If they cease to be directors for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If an allottee ceases to be a director without a valid reason before the day preceding the first annual general meeting of shareholders, or if the restrictions have not been lifted when the restricted period expires. If the restrictions have not been lifted due to a corporate reorganization or other event, the shares will also be acquired without consideration on the business day preceding the effective date.
Categories and Number of Persons Covered
6 directors of the Company, excluding outside directors: 6,693 shares
Intended allottee's holding policy
During the transfer 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 holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
23 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 September 2026: ¥2,711. No discount or premium.
Procedures under the Corporate Code of Conduct
The restricted stock compensation plan and the total compensation amount, among other matters, were approved at the 53rd Annual General Meeting of Shareholders held on 27 September 2024.
Impact on Business Performance
The impact of this disposal of treasury shares on financial performance: 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 of6,693 treasury shares
Issue price and disposal price¥2,711 per share
Total issue value¥18,144,723
Payment date23 October 2026
Intended allottee6 directors of the Company, excluding outside directors: 6,693 shares
Intended allottee's holding policyDuring the transfer 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 holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 September 2026: ¥2,711. No discount or premium.
Transfer restriction periodFrom 23 October 2026 until the date on which the allottees cease to be directors of the Company. However, if that date is on or before 30 September 2027, the period will run until 1 October 2027.
Conditions for lifting transfer restrictionsThe allottees must remain directors until the date of the first annual general meeting of shareholders held after 23 October 2026. If they cease to be directors for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf an allottee ceases to be a director without a valid reason before the day preceding the first annual general meeting of shareholders, or if the restrictions have not been lifted when the restricted period expires. If the restrictions have not been lifted due to a corporate reorganization or other event, the shares will also be acquired without consideration on the business day preceding the effective date.
Categories and Number of Persons Covered6 directors of the Company, excluding outside directors: 6,693 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥18,144,723. The annual compensation limit is ¥100 million or less.
Procedures under the Corporate Code of ConductThe restricted stock compensation plan and the total compensation amount, among other matters, were approved at the 53rd Annual General Meeting of Shareholders held on 27 September 2024.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial performance: Not disclosed
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KUDO CORPORATION (1764) timely disclosure | Komori