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Share Issuance and Disposal1793OHMOTO GUMI CO.,LTD.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allot 9,626 treasury shares as restricted stock compensation to 5 directors, excluding outside directors, and 18 executive officers. The transfer restriction period will be 30 years from 6 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,626Shares

9,626 common shares (treasury shares)

5 directors of the Company, excluding outside directors5,792 shares
18 executive officers who do not concurrently serve as directors of the Company3,834 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.

¥2,004 per share
Amount of funds to be raised

Total payment amount: ¥19,290,504; estimated net proceeds: Not disclosed (in-kind contribution of compensation receivables)

Total Stock-Based Compensation
Total monetary receivables: ¥19,290,504 (the annual compensation limit for directors is ¥50 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
6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company or executive officer who does not concurrently serve as a director during the transfer restriction period, all of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office upon expiration of the term of office or for another legitimate reason, the restrictions will be released immediately after departure with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or otherwise falls under certain conditions stipulated in the allotment agreement, the Company will acquire all of the allotted shares held by the recipient without consideration. Any shares that remain subject to transfer restrictions after the restrictions are released will also be acquired without consideration.
Stock Split Ratio2-for-1 stock split, effective 1 March 2025
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 5,792 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 18 / Number of allocated shares 3,834 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to any third party, creating security interests over them or otherwise disposing of them. The transfer restriction period runs from 6 August 2026 to 5 August 2056.
Payment date
6 August 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 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,004. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The matter was deliberated by the Nomination and Compensation Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results 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 of9,626 common shares (treasury shares)
Issue price and disposal price¥2,004 per share
Amount of funds to be raisedTotal payment amount: ¥19,290,504; estimated net proceeds: Not disclosed (in-kind contribution of compensation receivables)
Payment date6 August 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 5,792 shares, Name 18 executive officers who do not concurrently serve as directors of the Company / Number of Shares 3,834 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to any third party, creating security interests over them or otherwise disposing of them. The transfer restriction period runs from 6 August 2026 to 5 August 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,004. No discount or premium rate was disclosed.
Transfer restriction period6 August 2026 to 5 August 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company or executive officer who does not concurrently serve as a director during the transfer restriction period, all of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient leaves office upon expiration of the term of office or for another legitimate reason, the restrictions will be released immediately after departure with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or otherwise falls under certain conditions stipulated in the allotment agreement, the Company will acquire all of the allotted shares held by the recipient without consideration. Any shares that remain subject to transfer restrictions after the restrictions are released will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 5,792 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 18 / Number of allocated shares 3,834 shares
Total Stock-Based CompensationTotal monetary receivables: ¥19,290,504 (the annual compensation limit for directors is ¥50 million or less)
Stock Split Ratio2-for-1 stock split, effective 1 March 2025
Procedures under the Corporate Code of ConductThe matter was deliberated by the Nomination and Compensation Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 continuously enhance corporate value and promote further value sharing with shareholders, as well as to further enhance their motivation.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | OHMOTO GUMI CO.,LTD. (1793) timely disclosure | Komori