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Share Issuance and Disposal1951EXEO Group,Inc.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 276,100 treasury shares to 174 directors, executive officers and employees as restricted stock compensation. The compensation consists of two types, performance-linked and continued-service, and the shares will be disposed of through an in-kind contribution of monetary compensation receivables.

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Scale
276100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much276,100Shares

276,100 shares of the Company's common stock (treasury shares)

The Company's directors (excluding outside directors)6 / Performance-linked: 22,100 shares; continued-service: 7,600 shares
The Company's executive officers (excluding non-residents of Japan)Performance-linked: 35; continued-service: 36 / Performance-linked: 68,400 shares; continued-service: 13,800 shares
The Company's employees46 / 55,200 shares
Directors of the company's subsidiariesPerformance-linked: 52; continued-service: 22 / Performance-linked: 70,900 shares; continued-service: 8,100 shares
Executive officers of the company’s subsidiariesPerformance-linked: 22; continued-service: 18 / Performance-linked: 26,400 shares; continued-service: 3,600 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.

¥2,817.5 per share
Total issue value

¥777,911,750

Amount of funds to be raised
Total payment amount: ¥777,911,750; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥777,911,750. The annual upper limits for compensation receivables for eligible directors are ¥80 million for the performance-linked type and ¥50 million for the continued-service type.
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
Performance-linked: 25 August 2026 to 24 August 2029 (approximately 3 years); continued-service: 25 August 2026 to 24 August 2056 (30 years)
Conditions for lifting transfer restrictions
For the performance-linked type, the restrictions will be lifted at the end of the period for the number of shares determined according to the degree of achievement of consolidated operating profit and other performance targets set in advance by the Board of Directors, provided that the recipient has continuously held the position of director or another designated position during the restriction period. For the continued-service type, the restrictions on all shares held will be lifted at the end of the period, provided that the recipient has continuously held a designated position during the period. If the recipient loses the position for a valid reason, the terms will be reasonably adjusted.
Reason for acquisition without consideration
If the recipient retires before the end of the restriction period for a reason other than a valid reason, or otherwise falls under any of the circumstances stipulated in the relevant allocation agreement. Shares for which the restrictions have not been lifted as of the date on which the restrictions are lifted will also be acquired without consideration.
Stock Split Ratio2-for-1 stock split, effective 1 April 2024 (adjustment of the plan limits)
Categories and Number of Persons Covered
6 of the Company's directors (performance-linked: 22,100 shares; continued-service: 7,600 shares), 35 and 36 of the Company's executive officers, 46 of the Company's employees, 52 and 22 directors of the Company's subsidiaries, and 22 and 18 executive officers of the Company's subsidiaries (the number of shares by type is as stated under the planned recipients).
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
25 August 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 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,817.5. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The plan and the upper limit on compensation receivables were approved at the Annual General Meeting of Shareholders held on 21 June 2019. At the Annual General Meeting of Shareholders held on 25 June 2025, the annual upper limit on compensation receivables for the performance-linked type was approved at ¥80 million or less.
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 of276,100 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,817.5 per share
Total issue value¥777,911,750
Amount of funds to be raisedTotal payment amount: ¥777,911,750; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables)
Payment date25 August 2026
Intended allotteeName The Company's directors (excluding outside directors) / Number of Employees 6 / Number of Shares Performance-linked: 22,100 shares; continued-service: 7,600 shares, Name The Company's executive officers (excluding non-residents of Japan) / Number of Employees Performance-linked: 35; continued-service: 36 / Number of Shares Performance-linked: 68,400 shares; continued-service: 13,800 shares, Name The Company's employees / Number of Employees 46 / Number of Shares 55,200 shares, Name Directors of the company's subsidiaries / Number of Employees Performance-linked: 52; continued-service: 22 / Number of Shares Performance-linked: 70,900 shares; continued-service: 8,100 shares, Name Executive officers of the company’s subsidiaries / Number of Employees Performance-linked: 22; continued-service: 18 / Number of Shares Performance-linked: 26,400 shares; continued-service: 3,600 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,817.5. No discount or premium was applied.
Transfer restriction periodPerformance-linked: 25 August 2026 to 24 August 2029 (approximately 3 years); continued-service: 25 August 2026 to 24 August 2056 (30 years)
Conditions for lifting transfer restrictionsFor the performance-linked type, the restrictions will be lifted at the end of the period for the number of shares determined according to the degree of achievement of consolidated operating profit and other performance targets set in advance by the Board of Directors, provided that the recipient has continuously held the position of director or another designated position during the restriction period. For the continued-service type, the restrictions on all shares held will be lifted at the end of the period, provided that the recipient has continuously held a designated position during the period. If the recipient loses the position for a valid reason, the terms will be reasonably adjusted.
Reason for acquisition without considerationIf the recipient retires before the end of the restriction period for a reason other than a valid reason, or otherwise falls under any of the circumstances stipulated in the relevant allocation agreement. Shares for which the restrictions have not been lifted as of the date on which the restrictions are lifted will also be acquired without consideration.
Categories and Number of Persons Covered6 of the Company's directors (performance-linked: 22,100 shares; continued-service: 7,600 shares), 35 and 36 of the Company's executive officers, 46 of the Company's employees, 52 and 22 directors of the Company's subsidiaries, and 22 and 18 executive officers of the Company's subsidiaries (the number of shares by type is as stated under the planned recipients).
Total Stock-Based CompensationTotal monetary compensation receivables: ¥777,911,750. The annual upper limits for compensation receivables for eligible directors are ¥80 million for the performance-linked type and ¥50 million for the continued-service type.
Stock Split Ratio2-for-1 stock split, effective 1 April 2024 (adjustment of the plan limits)
Procedures under the Corporate Code of ConductThe plan and the upper limit on compensation receivables were approved at the Annual General Meeting of Shareholders held on 21 June 2019. At the Annual General Meeting of Shareholders held on 25 June 2025, the annual upper limit on compensation receivables for the performance-linked type was approved at ¥80 million or less.
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 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 provide the eligible directors and others with incentives to enhance corporate value over the medium to long term and promote the sharing of value between the directors and shareholders. The Company also considered the purpose of the plan, its business conditions and the scope of the responsibilities of the eligible directors and others.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | EXEO Group,Inc. (1951) timely disclosure | Komori