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Share Issuance and Disposal1807WATANABE SATO CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of a total of 12,517 treasury shares as restricted stock compensation to 4 directors and 5 executive officers. The eligible recipients will be granted monetary compensation claims totaling ¥22,568,151, and the shares will be subject to a 30-year transfer restriction.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,517Shares

12,517 shares of the Company's common stock (treasury shares)

4 directors (excluding outside directors)8,466 shares
5 executive officers who do not concurrently serve as directors4,051 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.

¥1,803 per share
Total issue value

¥22,568,151

Amount of funds to be raised
Total payment amount: ¥22,568,151; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥22,568,151
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares and the total number of issued shares will not increase, there will be no dilution.

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
Provided that the recipient continuously holds any of the following positions during the transfer restriction period: director of the Company, executive officer who does not concurrently serve as a director, employee or any equivalent position, all of the allocated shares will be released from the transfer restriction upon expiry of the transfer restriction period. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or any other legitimate reason, the restriction will be released immediately after the retirement or resignation with respect to the number of shares corresponding to the recipient's period of service.
Reason for acquisition without consideration
The Company will automatically acquire for no consideration any allocated shares that remain subject to transfer restrictions upon expiry of the transfer restriction period or when the transfer restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire for no consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 8,466 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 4,051 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients will be prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. The transfer restriction period will run from 24 July 2026 to 23 July 2056.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 23 June 2026, the trading day immediately preceding the date of the Board of Directors' resolution, was ¥1,803. No discount or premium rate was 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 of12,517 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,803 per share
Total issue value¥22,568,151
Amount of funds to be raisedTotal payment amount: ¥22,568,151; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName 4 directors (excluding outside directors) / Number of Shares 8,466 shares, Name 5 executive officers who do not concurrently serve as directors / Number of Shares 4,051 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients will be prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. The transfer restriction period will run from 24 July 2026 to 23 July 2056.
Dilution RateAs this is a disposal of treasury shares and the total number of issued shares will not increase, there will be no dilution.
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 23 June 2026, the trading day immediately preceding the date of the Board of Directors' resolution, was ¥1,803. No discount or premium rate was stated.
Transfer restriction period30 years (from 24 July 2026 through 23 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds any of the following positions during the transfer restriction period: director of the Company, executive officer who does not concurrently serve as a director, employee or any equivalent position, all of the allocated shares will be released from the transfer restriction upon expiry of the transfer restriction period. In the event of retirement or resignation due to expiry of the term of office, mandatory retirement or any other legitimate reason, the restriction will be released immediately after the retirement or resignation with respect to the number of shares corresponding to the recipient's period of service.
Reason for acquisition without considerationThe Company will automatically acquire for no consideration any allocated shares that remain subject to transfer restrictions upon expiry of the transfer restriction period or when the transfer restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire for no consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 8,466 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of allocated shares 4,051 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥22,568,151
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide the eligible directors and other recipients with an incentive to sustainably increase corporate value and promote the sharing of value with shareholders, as well as to further enhance their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WATANABE SATO CO.,LTD. (1807) timely disclosure | Komori