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Share Issuance and Disposal1822DAIHO CORPORATIONConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to the Company's Employee Stock Ownership Association

The company resolved to introduce a system for granting restricted stock to employees through the employee stock ownership association and to dispose of up to 200,000 treasury shares for this purpose. The shares may not be sold or otherwise transferred for a specified period, and the company will acquire them without consideration if the conditions are not met.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
200000
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment (restricted stock)

Who receives how much200,000Shares

The company's common shares: up to 200,000 shares (treasury shares)

大豊建設 Stock Investment Association: 200,000 shares (maximum)

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

¥832 per share
Total issue value

¥166.4 million (estimated amount)

Amount of funds to be raised
Total payment amount: ¥166.4 million; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables as a special incentive payment: ¥166.4 million
発行済株式総数

0.23% of the total number of issued shares and 0.23% of the total number of voting rights (both based on the maximum number of shares to be disposed of)

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
From 19 February 2027 to 30 November 2029
Conditions for lifting transfer restrictions
Subject to the eligible employee remaining a member of the association throughout the restriction period, the restrictions will be lifted when the restriction period expires. If the employee leaves the association due to mandatory retirement, expiration of the contract term, death, promotion to an officer position, or any other reason deemed justified by the Board of Directors, the restrictions will be lifted on the settlement date. Conditions for lifting the restrictions in the event of a corporate reorganisation or similar event are also stipulated.
Reason for acquisition without consideration
If an eligible employee leaves the association for a reason other than mandatory retirement, expiration of the contract term, death, promotion to an officer position, or any other reason deemed justified by the Board of Directors, the company will acquire without consideration all of the allocated shares whose restrictions have not been lifted. The company will also acquire without consideration any shares whose restrictions have not been lifted when the restriction period expires or at another time specified in the agreement.
Categories and Number of Persons Covered
Among members of the association who are employees of the company, eligible employees who agreed to acquire the interests attributable to the shares allocated to the association. Number of eligible employees: Not disclosed.
Intended allottee's holding policy
During the restriction period, the association may not transfer the shares, including through withdrawals by eligible employees, create security interests over them, or otherwise dispose of them.
Payment date
19 February 2027
Basis for determining the amount to be paid
The closing price on the Tokyo Stock Exchange Standard Market on 16 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥832. The deviations from the average closing price were 1.22% for the one-month period (17 August 2026 to 16 September 2026), 5.05% for the three-month period (17 June 2026 to 16 September 2026), and 7.22% for the six-month period (17 March 2026 to 16 September 2026).
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. All 3 Audit & Supervisory Board Members, including 2 outside members, expressed the opinion that the disposal price was legally appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment (restricted stock)
Number of shares to be issued or disposed ofThe company's common shares: up to 200,000 shares (treasury shares)
Issue price and disposal price¥832 per share
Total issue value¥166.4 million (estimated amount)
Amount of funds to be raisedTotal payment amount: ¥166.4 million; estimated net proceeds: Not disclosed
Payment date19 February 2027
Intended allottee大豊建設 Stock Investment Association: 200,000 shares (maximum)
Intended allottee's holding policyDuring the restriction period, the association may not transfer the shares, including through withdrawals by eligible employees, create security interests over them, or otherwise dispose of them.
Dilution Rate0.23% of the total number of issued shares and 0.23% of the total number of voting rights (both based on the maximum number of shares to be disposed of)
Total number of issued shares86,015,815 shares → Not disclosed
Basis for determining the amount to be paidThe closing price on the Tokyo Stock Exchange Standard Market on 16 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥832. The deviations from the average closing price were 1.22% for the one-month period (17 August 2026 to 16 September 2026), 5.05% for the three-month period (17 June 2026 to 16 September 2026), and 7.22% for the six-month period (17 March 2026 to 16 September 2026).
Transfer restriction periodFrom 19 February 2027 to 30 November 2029
Conditions for lifting transfer restrictionsSubject to the eligible employee remaining a member of the association throughout the restriction period, the restrictions will be lifted when the restriction period expires. If the employee leaves the association due to mandatory retirement, expiration of the contract term, death, promotion to an officer position, or any other reason deemed justified by the Board of Directors, the restrictions will be lifted on the settlement date. Conditions for lifting the restrictions in the event of a corporate reorganisation or similar event are also stipulated.
Reason for acquisition without considerationIf an eligible employee leaves the association for a reason other than mandatory retirement, expiration of the contract term, death, promotion to an officer position, or any other reason deemed justified by the Board of Directors, the company will acquire without consideration all of the allocated shares whose restrictions have not been lifted. The company will also acquire without consideration any shares whose restrictions have not been lifted when the restriction period expires or at another time specified in the agreement.
Categories and Number of Persons CoveredAmong members of the association who are employees of the company, eligible employees who agreed to acquire the interests attributable to the shares allocated to the association. Number of eligible employees: Not disclosed.
Total Stock-Based CompensationTotal monetary receivables as a special incentive payment: ¥166.4 million
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. All 3 Audit & Supervisory Board Members, including 2 outside members, expressed the opinion that the disposal price was legally appropriate.
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 increase employees' motivation to contribute to enhancing corporate value, promote value sharing between employees and shareholders, encourage employees to join the employee stock ownership association, and help employees build personal assets.

How to read this page

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to the Company's Employee Stock Ownership Association | DAIHO CORPORATION (1822) timely disclosure | Komori