Komori
Share Issuance and Disposal1941CHUDENKO CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of a total of 17,700 treasury shares as restricted stock compensation to 3 directors and 25 executive officers. The recipients will contribute the full amount of their monetary compensation claims in kind, and the shares will be subject to transfer restrictions for a specified period.

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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)

3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)4,100 shares
25 executive officers13,600 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.

¥5,460 per share
Total issue value

¥96,642,000

Amount of funds to be raised
Total payment amount: ¥96,642,000 (the full amount will be applied to the contribution in kind of monetary compensation claims; estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation claims: ¥96,642,000. The annual compensation limit for directors is ¥50 million or less.
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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
For the directors concerned: from 23 July 2026 until immediately after they cease to hold either the position of director or the position of executive officer with title at the Company. For executive officers: from 23 July 2026 until immediately after they cease to hold either the position of director or the position of executive officer at the Company.
Conditions for lifting transfer restrictions
Provided that the directors and other recipients concerned continuously hold the prescribed position throughout the service period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period. If a recipient ceases to hold the position for a legitimate reason or due to death, the transfer restrictions will be lifted at the time of ceasing to hold the position or another specified time 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 all of the shares covered by this allocation for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or immediately after the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 4,100 shares, Category Executive officers / Number of Employees 25 / Number of allocated shares 13,600 shares
Intended allottee's holding policy
The recipients may not transfer, create security interests over, or otherwise dispose of the shares for a specified period. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or at another specified time.
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 Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,460. Discount rate/premium rate: Not disclosed (the price is equal to the closing price).
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¥5,460 per share
Total issue value¥96,642,000
Amount of funds to be raisedTotal payment amount: ¥96,642,000 (the full amount will be applied to the contribution in kind of monetary compensation claims; estimated net proceeds: Not disclosed)
Payment date23 July 2026
Intended allotteeName 3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 4,100 shares, Name 25 executive officers / Number of Shares 13,600 shares
Intended allottee's holding policyThe recipients may not transfer, create security interests over, or otherwise dispose of the shares for a specified period. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or at another specified time.
Dilution RateNot applicable (disposal of treasury shares only)
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 Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,460. Discount rate/premium rate: Not disclosed (the price is equal to the closing price).
Transfer restriction periodFor the directors concerned: from 23 July 2026 until immediately after they cease to hold either the position of director or the position of executive officer with title at the Company. For executive officers: from 23 July 2026 until immediately after they cease to hold either the position of director or the position of executive officer at the Company.
Conditions for lifting transfer restrictionsProvided that the directors and other recipients concerned continuously hold the prescribed position throughout the service period, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period. If a recipient ceases to hold the position for a legitimate reason or due to death, the transfer restrictions will be lifted at the time of ceasing to hold the position or another specified time with respect to the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration all of the shares covered by this allocation for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or immediately after the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 4,100 shares, Category Executive officers / Number of Employees 25 / Number of allocated shares 13,600 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥96,642,000. The annual compensation limit for directors is ¥50 million or less.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 strengthen incentives for sustained improvement in business performance, share a common perspective with shareholders, and enhance shareholder value. The Company also considered the purpose of this plan, its balance with other executive compensation plans, and the scope of responsibilities of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CHUDENKO CORPORATION (1941) timely disclosure | Komori