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Share Issuance and Disposal1914JAPAN FOUNDATION ENGINEERING CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 19,784 treasury shares at ¥655 per share to 3 directors as restricted stock compensation. The transfer restriction period is 30 years and will be lifted if certain conditions regarding continued service and employment are met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much19,784Shares

19,784 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors)19,784 shares

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

¥655 per share
Total issue value

¥12,958,520

Amount of funds to be raised
Because the entire amount of the monetary receivables will be contributed in kind, the total payment amount is ¥12,958,520 and the estimated net proceeds are not disclosed
Total Stock-Based Compensation
Total monetary receivables of ¥12,958,520 (the compensation framework provides for an annual limit of ¥40 million)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 24 July 2026 to 24 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible director has continuously held one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, advisor, counselor, or another equivalent position. In the event of retirement or resignation due to expiration of the term of office, reaching mandatory retirement age, or another legitimate reason, the restrictions will be lifted in proportion to the number of shares held and other relevant factors.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the transfer restrictions have been lifted.
Categories and Number of Persons Covered
3 directors of the company, excluding outside directors; 19,784 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 24 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥655. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is 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 of19,784 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥655 per share
Total issue value¥12,958,520
Amount of funds to be raisedBecause the entire amount of the monetary receivables will be contributed in kind, the total payment amount is ¥12,958,520 and the estimated net proceeds are not disclosed
Payment date24 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 19,784 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of. The transfer restriction period runs from 24 July 2026 to 24 July 2056.
Total number of issued sharesThe total number of issued shares will not increase because this is a 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥655. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 to 24 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible director has continuously held one of the following positions during the transfer restriction period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, advisor, counselor, or another equivalent position. In the event of retirement or resignation due to expiration of the term of office, reaching mandatory retirement age, or another legitimate reason, the restrictions will be lifted in proportion to the number of shares held and other relevant factors.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted at the expiration of the transfer restriction period or when the transfer restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions after the transfer restrictions have been lifted.
Categories and Number of Persons Covered3 directors of the company, excluding outside directors; 19,784 shares
Total Stock-Based CompensationTotal monetary receivables of ¥12,958,520 (the compensation framework provides for an annual limit of ¥40 million)
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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.

The purpose is to further motivate the eligible directors, provide an incentive for the sustained enhancement of corporate value, and promote the sharing of value with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | JAPAN FOUNDATION ENGINEERING CO.,LTD. (1914) timely disclosure | Komori