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Share Issuance and Disposal1866KITANO CONSTRUCTION CORP.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

北野建設 resolved to dispose of 32,163 treasury shares at ¥998 per share as restricted stock compensation for 4 directors. The eligible directors will receive monetary compensation claims totaling ¥32,098,674 as consideration for acquiring the shares.

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Direction
Neutral
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Scale
32163
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much32,163Shares

32,163 common shares of the Company (treasury shares)

4 of the Company's directors, excluding outside directors32,163 shares

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

¥998 per share
Total issue value

¥32,098,674

Amount of funds to be raised
Total payment amount: ¥32,098,674; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥32,098,674. The total annual amount of monetary compensation claims under this system is limited to ¥80 million.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 until the later of the date on which the relevant person ceases to be a director of the Company or the date on which the semiannual report for the fiscal year containing the allotment date is submitted
Conditions for lifting transfer restrictions
The restrictions will be lifted in full upon expiration of the restriction period, provided that the eligible director remains a director of the Company throughout the service period from the date of the 81st Annual General Meeting of Shareholders through the date of the following year's Annual General Meeting of Shareholders. If the director ceases to hold office for a valid reason, the number of shares subject to release and the timing of release will be reasonably adjusted.
Reason for acquisition without consideration
If a director ceases to hold office without a valid reason before the restriction period expires, or if the restrictions have not been lifted when the restriction period expires, the Company will acquire the relevant shares without consideration.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 32,163 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of in any manner. The holding policy after the restrictions are lifted is Not disclosed
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥998. The discount/premium rate was equivalent to 0% (Not disclosed in the document).
Procedures under the Corporate Code of Conduct
At the 80th Annual General Meeting of Shareholders held on 24 June 2025, approval was granted for this system and the provision of monetary compensation claims of up to ¥80 million per year.
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 of32,163 common shares of the Company (treasury shares)
Issue price and disposal price¥998 per share
Total issue value¥32,098,674
Amount of funds to be raisedTotal payment amount: ¥32,098,674; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 32,163 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of in any manner. The holding policy after the restrictions are lifted is Not disclosed
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥998. The discount/premium rate was equivalent to 0% (Not disclosed in the document).
Transfer restriction periodFrom 23 July 2026 until the later of the date on which the relevant person ceases to be a director of the Company or the date on which the semiannual report for the fiscal year containing the allotment date is submitted
Conditions for lifting transfer restrictionsThe restrictions will be lifted in full upon expiration of the restriction period, provided that the eligible director remains a director of the Company throughout the service period from the date of the 81st Annual General Meeting of Shareholders through the date of the following year's Annual General Meeting of Shareholders. If the director ceases to hold office for a valid reason, the number of shares subject to release and the timing of release will be reasonably adjusted.
Reason for acquisition without considerationIf a director ceases to hold office without a valid reason before the restriction period expires, or if the restrictions have not been lifted when the restriction period expires, the Company will acquire the relevant shares without consideration.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 32,163 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥32,098,674. The total annual amount of monetary compensation claims under this system is limited to ¥80 million.
Procedures under the Corporate Code of ConductAt the 80th Annual General Meeting of Shareholders held on 24 June 2025, approval was granted for this system and the provision of monetary compensation claims of up to ¥80 million per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide the eligible directors with an incentive to achieve sustained growth in corporate value and to further align their interests with those of shareholders. The amount of the monetary compensation claims was determined after comprehensively considering the Company's performance, the responsibilities of each eligible director and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KITANO CONSTRUCTION CORP. (1866) timely disclosure | Komori