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Share Issuance and Disposal1826Sata Construction Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 17,700 treasury shares to 5 eligible directors as restricted stock compensation. The shares will be subject to restrictions on transfer and other dispositions for a specified period, and the restrictions will generally be lifted upon expiry of that period, subject to continued service.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
17700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much17,700Shares

17,700 shares of the Company's common stock (treasury shares)

5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors)17,700 shares

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

¥996 per share
Total issue value

¥17,629,200

Amount of funds to be raised
Total payment amount: ¥17,629,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥17,629,200. The annual monetary compensation receivables under the plan are capped at ¥36 million.
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 23 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictions
Subject to the eligible director continuously holding one of the following positions throughout the restriction period—director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, adviser, counselor, or any equivalent position of the Company or one of its subsidiaries—all of the allocated shares will be released from the restrictions upon expiry of the restriction period. In the event of retirement or resignation due to expiry of the term of office, reaching the mandatory retirement age, or another legitimate reason, the restrictions will be released immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares whose restrictions have not been released as of the expiry of the restriction period or the date on which the restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the restrictions are released.
Categories and Number of Persons Covered
5 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors; 17,700 shares allocated
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 23 July 2026 to 22 July 2056.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥996. 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 of17,700 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥996 per share
Total issue value¥17,629,200
Amount of funds to be raisedTotal payment amount: ¥17,629,200; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 17,700 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The restriction period runs from 23 July 2026 to 22 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥996. No discount or premium rate was stated.
Transfer restriction periodFrom 23 July 2026 to 22 July 2056 (30 years)
Conditions for lifting transfer restrictionsSubject to the eligible director continuously holding one of the following positions throughout the restriction period—director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, adviser, counselor, or any equivalent position of the Company or one of its subsidiaries—all of the allocated shares will be released from the restrictions upon expiry of the restriction period. In the event of retirement or resignation due to expiry of the term of office, reaching the mandatory retirement age, or another legitimate reason, the restrictions will be released immediately after retirement or resignation with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares whose restrictions have not been released as of the expiry of the restriction period or the date on which the restrictions are released. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose restrictions remain in place after the restrictions are released.
Categories and Number of Persons Covered5 directors of the Company, excluding directors serving as Audit and Supervisory Committee members and outside directors; 17,700 shares allocated
Total Stock-Based CompensationTotal monetary compensation receivables: ¥17,629,200. The annual monetary compensation receivables under the plan are capped at ¥36 million.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 an incentive to achieve sustained enhancement of corporate value and further promote value sharing with shareholders. The Company also considered the purpose of the plan, its business performance, and the responsibilities of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sata Construction Co.,Ltd. (1826) timely disclosure | Komori