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Share Issuance and Disposal1799DAIICHI KENSETSU CORPORATIONConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors, Executive Officers and Employees

The Company resolved to dispose of 39,770 shares of treasury stock as restricted stock compensation for its directors, executive officers and employees. Of these, 5,700 shares will be allocated to directors and executive officers, and 34,070 shares to employees.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Directors and executive officers 5,700 common shares of the Company / Employees 34,070 common shares of the Company / Total 39,770 common shares of the Company

4 of the Company's directors, excluding directors who are Audit & Supervisory Committee members and outside directors3,000 shares
The Company's executive officers9 / 2,700 shares
Employees of the Company895 / 34,070 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.

¥3,285 per share
Total issue value

Directors and executive officers: ¥18,724,500; employees: ¥111,919,950; total: ¥130,644,450

Amount of funds to be raised
No funds will be raised through ordinary payment, and no estimated net proceeds will arise, because monetary remuneration claims totaling ¥130,644,450 will be contributed in kind.
Total Stock-Based Compensation
Monetary remuneration claims totaling ¥130,644,450 (directors and executive officers: ¥18,724,500; employees: ¥111,919,950)
発行済株式総数

0.19% (of the total number of issued shares as of 25 June 2026)

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
Directors and executive officers: From 15 July 2026 until they retire or resign from any position as a director, executive officer or employee of the Company, Employees: From 15 December 2026 until they retire or resign from their position as an employee of the Company
Conditions for lifting transfer restrictions
Directors and executive officers must continuously hold one of the positions of director, executive officer or employee of the Company from the start of the restriction period until the date of the first annual general meeting of shareholders held after the start of that period. If they retire or resign for a justifiable reason, part of the restrictions will be lifted in proportion to their period of service. For employees, the restrictions on all of their shares will be lifted if an event specified in the allocation agreement occurs.
Reason for acquisition without consideration
For directors and executive officers, if, before the day preceding the date of the first annual general meeting of shareholders held after the start of the restriction period, they retire or resign from all positions as a director, executive officer and employee of the Company without a reason deemed justifiable. For employees, if an event specified in the allocation agreement occurs. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or similar event, all such shares will also be acquired without consideration.
Categories and Number of Persons Covered
4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors: 3,000 shares, 9 executive officers of the Company: 2,700 shares, 895 employees of the Company: 34,070 shares
Intended allottee's holding policy
The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
15 July 2026, 15 December 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 June 2026 was ¥3,285. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
Resolved at a meeting of the Board of Directors held on 25 June 2026. The Company filed an Extraordinary Report under the Financial Instruments and Exchange Act. No information was provided regarding obtaining an independent third-party opinion or similar measures.
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 ofDirectors and executive officers 5,700 common shares of the Company / Employees 34,070 common shares of the Company / Total 39,770 common shares of the Company
Issue price and disposal price¥3,285 per share
Total issue valueDirectors and executive officers: ¥18,724,500; employees: ¥111,919,950; total: ¥130,644,450
Amount of funds to be raisedNo funds will be raised through ordinary payment, and no estimated net proceeds will arise, because monetary remuneration claims totaling ¥130,644,450 will be contributed in kind.
Payment date15 July 2026, 15 December 2026
Intended allotteeCategory 4 of the Company's directors, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 3,000 shares, Category The Company's executive officers / Number of Employees 9 / Number of Shares 2,700 shares, Category Employees of the Company / Number of Employees 895 / Number of Shares 34,070 shares
Intended allottee's holding policyThe shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner.
Dilution Rate0.19% (of the total number of issued shares as of 25 June 2026)
Total number of issued shares20,858,491 shares → 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 June 2026 was ¥3,285. No discount or premium was stated.
Transfer restriction periodDirectors and executive officers: From 15 July 2026 until they retire or resign from any position as a director, executive officer or employee of the Company, Employees: From 15 December 2026 until they retire or resign from their position as an employee of the Company
Conditions for lifting transfer restrictionsDirectors and executive officers must continuously hold one of the positions of director, executive officer or employee of the Company from the start of the restriction period until the date of the first annual general meeting of shareholders held after the start of that period. If they retire or resign for a justifiable reason, part of the restrictions will be lifted in proportion to their period of service. For employees, the restrictions on all of their shares will be lifted if an event specified in the allocation agreement occurs.
Reason for acquisition without considerationFor directors and executive officers, if, before the day preceding the date of the first annual general meeting of shareholders held after the start of the restriction period, they retire or resign from all positions as a director, executive officer and employee of the Company without a reason deemed justifiable. For employees, if an event specified in the allocation agreement occurs. If any shares remain subject to transfer restrictions as a result of a corporate reorganization or similar event, all such shares will also be acquired without consideration.
Categories and Number of Persons Covered4 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors: 3,000 shares, 9 executive officers of the Company: 2,700 shares, 895 employees of the Company: 34,070 shares
Total Stock-Based CompensationMonetary remuneration claims totaling ¥130,644,450 (directors and executive officers: ¥18,724,500; employees: ¥111,919,950)
Procedures under the Corporate Code of ConductResolved at a meeting of the Board of Directors held on 25 June 2026. The Company filed an Extraordinary Report under the Financial Instruments and Exchange Act. No information was provided regarding obtaining an independent third-party opinion or similar measures.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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.

To share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors, Executive Officers and Employees | DAIICHI KENSETSU CORPORATION (1799) timely disclosure | Komori