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Share Issuance and Disposal1803SHIMIZU CORPORATIONConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation

The Company resolved to dispose of 97,100 treasury shares it holds to The Master Trust Bank of Japan, Ltd.'s Executive Compensation BIP Trust Account for the executive medium-term performance-linked stock compensation plan. The disposition price is ¥2,392 per share, for a total disposition amount of ¥232,263,200.

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Neutral
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Scale
97100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock compensation

Who receives how much97,100Shares

97,100 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)97,100 shares

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

¥2,392 per share
発行済株式総数

0.01% (against 716,689,413 issued shares as of 31 March 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.

Categories and Number of Persons Covered
Directors (excluding non-executive directors and non-residents) and executive officers (excluding non-residents; number of eligible persons and number of shares allocated: not disclosed)
Intended allottee's holding policy
In accordance with the rules governing the delivery of shares, the shares will be delivered to directors and other officers during the trust period. The disposition shares are not expected to be released onto the stock market all at once.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange on 29 July 2026 was ¥2,392 (rounded up to the nearest yen). No discount or premium applies. The price complies with the Japan Securities Dealers Association's Guidelines Concerning the Handling of Private Placements.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intent. The Audit & Supervisory Board provided an opinion that the disposition price is reasonable and does not constitute a particularly favorable disposition price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed of97,100 common shares (treasury shares)
Issue price and disposal price¥2,392 per share
Payment date20 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 97,100 shares
Intended allottee's holding policyIn accordance with the rules governing the delivery of shares, the shares will be delivered to directors and other officers during the trust period. The disposition shares are not expected to be released onto the stock market all at once.
Dilution Rate0.01% (against 716,689,413 issued shares as of 31 March 2026)
Total number of issued shares716,689,413 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange on 29 July 2026 was ¥2,392 (rounded up to the nearest yen). No discount or premium applies. The price complies with the Japan Securities Dealers Association's Guidelines Concerning the Handling of Private Placements.
Categories and Number of Persons CoveredDirectors (excluding non-executive directors and non-residents) and executive officers (excluding non-residents; number of eligible persons and number of shares allocated: not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intent. The Audit & Supervisory Board provided an opinion that the disposition price is reasonable and does not constitute a particularly favorable disposition price.
Items this document does not state (17)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / 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 increase directors' and other officers' motivation to improve performance and, by sharing with shareholders the risks and returns arising from fluctuations in the share price, increase their motivation to contribute to sustainable growth and the enhancement of corporate value over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation | SHIMIZU CORPORATION (1803) timely disclosure | Komori