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Share Issuance and Disposal1770FUJITA ENGINEERING CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 10,800 treasury shares held by the company as restricted stock compensation for directors. The recipients are directors of the company and its wholly owned subsidiaries. The disposal date is 24 July 2026.

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Scale
10800
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,800Shares

10,800 treasury shares

Directors of the Company (excluding outside directors)7 / 7,000 shares
Directors of 藤田ソリューションパートナーズ株式会社2 / 2,000 shares
Directors of 藤田テクノ株式会社1 / 1,000 shares
Directors of 藤田デバイス株式会社2 / 800 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.

¥1,843 per share
Total issue value

¥19,904,400

Total Stock-Based Compensation
Total monetary remuneration claims of ¥19,904,400 (total annual remuneration, etc. for the company's directors is capped at ¥50 million)
発行済株式総数

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
30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictions
All of the allocated shares held by each recipient will be released from the transfer restrictions when the restricted period expires, provided that the recipient has continuously held a position as a director of the company or one of its subsidiaries for the prescribed period. If the recipient leaves office for a valid reason, the restrictions will be released in part in proportion to the period in office.
Reason for acquisition without consideration
If the recipient leaves all positions as a director of the company and its subsidiaries before the prescribed period ends, except where the company's Board of Directors recognizes a valid reason, such as the expiration of the term of office. This also applies if any shares remain subject to transfer restrictions when the restricted period expires, or if any shares remain subject to transfer restrictions as of the business day preceding the effective date of a corporate reorganization or similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 7,000 shares, Category Directors of 藤田ソリューションパートナーズ株式会社 / Number of Employees 2 / Number of allocated shares 2,000 shares, Category Directors of 藤田テクノ株式会社 / Number of Employees 1 / Number of allocated shares 1,000 shares, Category Directors of 藤田デバイス株式会社 / Number of Employees 2 / Number of allocated shares 800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, 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 immediately preceding the date of the Board of Directors' resolution, was ¥1,843. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 28 June 2018, approval was obtained for this plan, the cap on total remuneration, the cap on the number of shares, the restricted period and other matters.
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 of10,800 treasury shares
Issue price and disposal price¥1,843 per share
Total issue value¥19,904,400
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of Shares 7,000 shares, Name Directors of 藤田ソリューションパートナーズ株式会社 / Number of Employees 2 / Number of Shares 2,000 shares, Name Directors of 藤田テクノ株式会社 / Number of Employees 1 / Number of Shares 1,000 shares, Name Directors of 藤田デバイス株式会社 / Number of Employees 2 / Number of Shares 800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Dilution RateNot applicable (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 immediately preceding the date of the Board of Directors' resolution, was ¥1,843. No discount or premium rate was disclosed.
Transfer restriction period30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictionsAll of the allocated shares held by each recipient will be released from the transfer restrictions when the restricted period expires, provided that the recipient has continuously held a position as a director of the company or one of its subsidiaries for the prescribed period. If the recipient leaves office for a valid reason, the restrictions will be released in part in proportion to the period in office.
Reason for acquisition without considerationIf the recipient leaves all positions as a director of the company and its subsidiaries before the prescribed period ends, except where the company's Board of Directors recognizes a valid reason, such as the expiration of the term of office. This also applies if any shares remain subject to transfer restrictions when the restricted period expires, or if any shares remain subject to transfer restrictions as of the business day preceding the effective date of a corporate reorganization or similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 7,000 shares, Category Directors of 藤田ソリューションパートナーズ株式会社 / Number of Employees 2 / Number of allocated shares 2,000 shares, Category Directors of 藤田テクノ株式会社 / Number of Employees 1 / Number of allocated shares 1,000 shares, Category Directors of 藤田デバイス株式会社 / Number of Employees 2 / Number of allocated shares 800 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥19,904,400 (total annual remuneration, etc. for the company's directors is capped at ¥50 million)
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 28 June 2018, approval was obtained for this plan, the cap on total remuneration, the cap on the number of shares, the restricted period and other matters.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal 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 interests of directors with those of shareholders by sharing the benefits and risks of share price movements, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FUJITA ENGINEERING CO.,LTD. (1770) timely disclosure | Komori