Komori
Share Issuance and Disposal1942KANDENKO CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,099 treasury shares as restricted stock compensation to 6 directors. The disposal price is ¥6,351 per share, for a total disposal amount of ¥32,383,749.

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Scale
5099
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,099Shares

5,099 common shares of the Company (treasury shares)

6 directors (excluding outside directors)5,099 shares

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

¥6,351 per share
Total issue value

¥32,383,749

Amount of funds to be raised
Total payment amount: ¥32,383,749; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥32,383,749 (annual compensation limit: no more than ¥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
From 7 August 2026 until immediately after the recipient ceases to hold the position of director of the Company (provided that, in certain prescribed circumstances, the period ends when the semiannual report is submitted)
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director of the Company from the month containing the date of the resolution to allot the shares until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. If the recipient ceases to hold the position upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without consideration
Shares for which the restrictions have not been lifted as of the end of the restriction period or as of the time the restrictions are lifted upon the recipient's retirement for a legitimate reason. If the recipient ceases to hold the position for a reason other than a legitimate reason, the Company will automatically acquire the allocated shares without consideration.
Categories and Number of Persons Covered
6 directors, excluding outside directors; 5,099 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any way. The restriction period runs from 7 August 2026 until immediately after the recipient ceases to hold the position of director of the Company.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,351. The discount or premium rate was not disclosed.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business Performance
The impact of this disposal of treasury shares on the Company's performance is Not disclosed
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 of5,099 common shares of the Company (treasury shares)
Issue price and disposal price¥6,351 per share
Total issue value¥32,383,749
Amount of funds to be raisedTotal payment amount: ¥32,383,749; estimated net proceeds: not disclosed
Payment date7 August 2026
Intended allotteeName 6 directors (excluding outside directors) / Number of Shares 5,099 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any way. The restriction period runs from 7 August 2026 until immediately after the recipient ceases to hold the position of director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 10 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥6,351. The discount or premium rate was not disclosed.
Transfer restriction periodFrom 7 August 2026 until immediately after the recipient ceases to hold the position of director of the Company (provided that, in certain prescribed circumstances, the period ends when the semiannual report is submitted)
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director of the Company from the month containing the date of the resolution to allot the shares until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. If the recipient ceases to hold the position upon expiry of the term of office, reaching the mandatory retirement age or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period in office.
Reason for acquisition without considerationShares for which the restrictions have not been lifted as of the end of the restriction period or as of the time the restrictions are lifted upon the recipient's retirement for a legitimate reason. If the recipient ceases to hold the position for a reason other than a legitimate reason, the Company will automatically acquire the allocated shares without consideration.
Categories and Number of Persons Covered6 directors, excluding outside directors; 5,099 shares
Total Stock-Based CompensationTotal monetary claims: ¥32,383,749 (annual compensation limit: no more than ¥100 million)
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business PerformanceThe impact of this disposal of treasury shares on the Company's performance is Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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.

To share the benefits and risks of share price fluctuations with shareholders, thereby increasing the directors' motivation to contribute to higher share prices and greater corporate value, and to further enhance the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KANDENKO CO.,LTD. (1942) timely disclosure | Komori