Komori
Share Issuance and Disposal1944KINDEN CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

KINDEN CORPORATION resolved to dispose of 9,936 treasury shares as restricted stock compensation to 4 directors and 8 executive officers who do not concurrently serve as directors. The disposal date is 23 July 2026, and the transfer restrictions will be lifted subject to conditions including continued service for a specified period.

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49Recurring
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Neutral
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Scale
9936
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,936Shares

9,936 shares of the Company's common stock (treasury shares)

4 of the Company's directors, excluding outside directors4,405 shares
8 of the Company's executive officers who do not concurrently serve as directors5,531 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.

¥8,073 per share
Total issue value

¥80,213,328

Amount of funds to be raised
Total payment amount: ¥80,213,328; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥80,213,328
発行済株式総数

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
From 23 July 2026 until immediately after the eligible person ceases to hold any of the positions of director, Audit & Supervisory Board Member, executive officer who does not concurrently serve as a director, or executive officer of the Company.
Conditions for lifting transfer restrictions
Subject to the eligible person continuously holding one of the positions of director, Audit & Supervisory Board Member, executive officer who does not concurrently serve as a director, or executive officer of the Company from the date on which the eligible person begins performing duties until immediately before the conclusion of the first Ordinary General Meeting of Shareholders thereafter, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the eligible person ceases to hold the position upon expiration of the term of office or for another legitimate reason, a certain proportion of the shares will be released immediately after the cessation.
Reason for acquisition without consideration
If the eligible person commits an act in violation of laws or regulations during the transfer restriction period or otherwise falls under any of the specified events set forth in the allotment agreement, the Company will acquire all of the shares allotted under this arrangement without consideration at that time. The Company will also acquire without consideration any shares allotted under this arrangement that are not released from the transfer restrictions.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 4,405 shares; 8 executive officers of the Company who do not concurrently serve as directors, 5,531 shares
Intended allottee's holding policy
For a specified period, transfers of the shares allotted under this arrangement to third parties, the creation of security interests over them, and any other disposition will be prohibited.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥8,073. Discount rate/premium rate: not applicable.
Procedures under the Corporate Code of Conduct
Resolution by the Board of Directors following consultation with the Nomination and Compensation Advisory Committee. Obtaining an independent third-party opinion and confirming shareholders' intentions: 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 of9,936 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥8,073 per share
Total issue value¥80,213,328
Amount of funds to be raisedTotal payment amount: ¥80,213,328; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 4,405 shares, Name 8 of the Company's executive officers who do not concurrently serve as directors / Number of Shares 5,531 shares
Intended allottee's holding policyFor a specified period, transfers of the shares allotted under this arrangement to third parties, the creation of security interests over them, and any other disposition will be prohibited.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥8,073. Discount rate/premium rate: not applicable.
Transfer restriction periodFrom 23 July 2026 until immediately after the eligible person ceases to hold any of the positions of director, Audit & Supervisory Board Member, executive officer who does not concurrently serve as a director, or executive officer of the Company.
Conditions for lifting transfer restrictionsSubject to the eligible person continuously holding one of the positions of director, Audit & Supervisory Board Member, executive officer who does not concurrently serve as a director, or executive officer of the Company from the date on which the eligible person begins performing duties until immediately before the conclusion of the first Ordinary General Meeting of Shareholders thereafter, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the eligible person ceases to hold the position upon expiration of the term of office or for another legitimate reason, a certain proportion of the shares will be released immediately after the cessation.
Reason for acquisition without considerationIf the eligible person commits an act in violation of laws or regulations during the transfer restriction period or otherwise falls under any of the specified events set forth in the allotment agreement, the Company will acquire all of the shares allotted under this arrangement without consideration at that time. The Company will also acquire without consideration any shares allotted under this arrangement that are not released from the transfer restrictions.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 4,405 shares; 8 executive officers of the Company who do not concurrently serve as directors, 5,531 shares
Total Stock-Based CompensationTotal monetary receivables: ¥80,213,328
Procedures under the Corporate Code of ConductResolution by the Board of Directors following consultation with the Nomination and Compensation Advisory Committee. Obtaining an independent third-party opinion and confirming shareholders' intentions: Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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 an incentive for the sustained enhancement of corporate value, promote the sharing of value with shareholders, and further enhance the motivation of each eligible director and other eligible person.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KINDEN CORPORATION (1944) timely disclosure | Komori