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Share Issuance and Disposal1939YONDENKO CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 31,200 treasury shares as restricted stock compensation for 3 directors and 1 executive officer in charge. The shares may not be transferred until the recipient leaves office, and the transfer restrictions will be lifted if certain conditions are met.

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Direction
Neutral
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Scale
31200
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much31,200Shares

31,200 common shares of the Company (treasury shares)

3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members28,200 shares
1 executive officer in charge who does not concurrently serve as a director of the Company3,000 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥2,032 per share
Total issue value

¥63,398,400

Total Stock-Based Compensation
Total monetary compensation receivables of ¥63,398,400 (total annual compensation, etc., for the eligible directors is limited to ¥100 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
The period from 17 July 2026 until the date on which the recipient leaves both the position of director and the position of executive officer in charge at the Company
Conditions for lifting transfer restrictions
The recipient must have continuously held either the position of director or the position of executive officer in charge at the Company through the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If the recipient leaves office for a legitimate reason, part of the restrictions will be lifted in proportion to the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will also be lifted in proportion to the period in office.
Reason for acquisition without consideration
If the recipient leaves office without a legitimate reason by the day before the date of the first annual general meeting of shareholders held after the start of the transfer restriction period, if the transfer restrictions are not lifted because the conditions for lifting them are not met, or if the transfer restrictions have not been lifted as of the effective date of a corporate reorganization or similar event.
Stock Split Ratio3 shares for each common share, effective 1 October 2024
Categories and Number of Persons Covered
3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 28,200 shares; 1 executive officer in charge who does not concurrently serve as a director of the Company, 3,000 shares
Intended allottee's holding policy
The shares may not be transferred from 17 July 2026 until the date on which the recipient leaves both the position of director and the position of executive officer in charge at the Company. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
17 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 the business day immediately preceding the date of the Company's Board of Directors' resolution, 25 June 2026, was ¥2,032. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 73rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the allocation of restricted stock, the aggregate amount of compensation, and the maximum number of shares, among other matters.
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 of31,200 common shares of the Company (treasury shares)
Issue price and disposal price¥2,032 per share
Total issue value¥63,398,400
Payment date17 July 2026
Intended allotteeCategory 3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 28,200 shares, Category 1 executive officer in charge who does not concurrently serve as a director of the Company / Number of Shares 3,000 shares
Intended allottee's holding policyThe shares may not be transferred from 17 July 2026 until the date on which the recipient leaves both the position of director and the position of executive officer in charge at the Company. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Company's Board of Directors' resolution, 25 June 2026, was ¥2,032. No discount or premium rate was stated.
Transfer restriction periodThe period from 17 July 2026 until the date on which the recipient leaves both the position of director and the position of executive officer in charge at the Company
Conditions for lifting transfer restrictionsThe recipient must have continuously held either the position of director or the position of executive officer in charge at the Company through the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If the recipient leaves office for a legitimate reason, part of the restrictions will be lifted in proportion to the number of months in office. In the event of a corporate reorganization or similar event, the restrictions will also be lifted in proportion to the period in office.
Reason for acquisition without considerationIf the recipient leaves office without a legitimate reason by the day before the date of the first annual general meeting of shareholders held after the start of the transfer restriction period, if the transfer restrictions are not lifted because the conditions for lifting them are not met, or if the transfer restrictions have not been lifted as of the effective date of a corporate reorganization or similar event.
Categories and Number of Persons Covered3 directors of the Company, excluding outside directors and directors who are Audit and Supervisory Committee members, 28,200 shares; 1 executive officer in charge who does not concurrently serve as a director of the Company, 3,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥63,398,400 (total annual compensation, etc., for the eligible directors is limited to ¥100 million)
Stock Split Ratio3 shares for each common share, effective 1 October 2024
Procedures under the Corporate Code of ConductAt the 73rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the allocation of restricted stock, the aggregate amount of compensation, and the maximum number of shares, among other matters.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 enable the recipients to share with shareholders both the benefits and risks of share price fluctuations and further increase their motivation to contribute to an increase in the share price and enhancement of corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YONDENKO CORPORATION (1939) timely disclosure | Komori