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Share Issuance and Disposal1812KAJIMA CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares in Connection with a Stock Compensation Plan

The Company resolved to dispose of 2.4 million treasury shares to a trust account for a performance-linked stock compensation plan and an employee incentive plan. The allocation comprises 1.5 million shares for directors and other officers and 900,000 shares for employees.

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53Recurring
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Direction
Neutral
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Scale
2400000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock compensation

発行・処分する株式数

2,400,000 common shares (1,500,000 shares for the directors and other officers' stock delivery trust and 900,000 shares for the employees' stock delivery trust)

Intended allottee
Sumitomo Mitsui Trust Bank, Limited (trust account)
¥5,310 per share
Total issue value

¥12,744,000,000

発行済株式総数

0.45% (as a percentage of the total number of issued shares of 528,656,011) and 0.51% (as a percentage of the total number of voting rights of 4,670,960)

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 and other officers' stock delivery trust: number of eligible participants Not disclosed, 1,500,000 shares. Employees' stock delivery trust: number of eligible participants Not disclosed, 900,000 shares.
Intended allottee's holding policy
The recipient will receive the shares as trustee of the directors and other officers' stock delivery trust and the employees' stock delivery trust. The trust period is from 1 September 2023 to the end of August 2029 (予定).
Basis for determining the amount to be paid
The closing price of ¥5,310 on the Tokyo Stock Exchange on 4 August 2026, the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
An independent third party, separate from the Company and its officers, will be appointed as trustee administrator. Voting rights attached to the Company's shares held in the trusts will not be exercised during the trust period.
Impact on Business Performance
No information is provided regarding the impact on financial results
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 of2,400,000 common shares (1,500,000 shares for the directors and other officers' stock delivery trust and 900,000 shares for the employees' stock delivery trust)
Issue price and disposal price¥5,310 per share
Total issue value¥12,744,000,000
Intended allotteeSumitomo Mitsui Trust Bank, Limited (trust account)
Intended allottee's holding policyThe recipient will receive the shares as trustee of the directors and other officers' stock delivery trust and the employees' stock delivery trust. The trust period is from 1 September 2023 to the end of August 2029 (予定).
Dilution Rate0.45% (as a percentage of the total number of issued shares of 528,656,011) and 0.51% (as a percentage of the total number of voting rights of 4,670,960)
Total number of issued shares528,656,011 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥5,310 on the Tokyo Stock Exchange on 4 August 2026, the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate was disclosed.
Categories and Number of Persons CoveredDirectors and other officers' stock delivery trust: number of eligible participants Not disclosed, 1,500,000 shares. Employees' stock delivery trust: number of eligible participants Not disclosed, 900,000 shares.
Procedures under the Corporate Code of ConductAn independent third party, separate from the Company and its officers, will be appointed as trustee administrator. Voting rights attached to the Company's shares held in the trusts will not be exercised during the trust period.
Impact on Business PerformanceNo information is provided regarding the impact on financial results
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise 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 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.

For the operation of the performance-linked stock compensation plan and the employee incentive plan. The Company believes that these plans will contribute to enhancing corporate value over the medium to long term, that the number of shares disposed of and the resulting dilution are reasonable, and that the impact on the secondary market will be minimal.

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Notice Concerning the Disposal of Treasury Shares in Connection with a Stock Compensation Plan | KAJIMA CORPORATION (1812) timely disclosure | Komori