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Share Issuance and Disposal1951EXEO Group,Inc.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 632,700 treasury shares to grant restricted stock to eligible employees through the Employee Stock Ownership Plan. The actual number of shares and total disposal amount will be determined at a later date based on the number of plan participants.

Worth reading
56In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
632700
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)

Who receives how much632,700Shares

632,700 shares of the Company’s common stock (maximum; the actual number of shares is expected to be determined based on the number of plan participants)

EXEO Group Employee Stock Ownership Plan632,700 shares (maximum)

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

¥2,640.5 per share
Total issue value

¥1,670,644,350 (maximum)

Amount of funds to be raised
Total payment amount: ¥1,670,644,350 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The amount of monetary claims in the form of special incentive payments to be made to eligible employees is equivalent to a maximum of ¥1,670,644,350.
発行済株式総数

0.31% (based on the maximum number of shares and relative to the total number of issued shares as of 31 March 2026)

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
22 January 2027 to 31 March 2031
Conditions for lifting transfer restrictions
The eligible employee must remain a member of the Employee Stock Ownership Plan throughout the transfer restriction period. In the event of withdrawal due to retirement or another reason deemed legitimate by the Company’s Board of Directors, the transfer restrictions will be lifted by the end of the month following the month in which the withdrawal application is accepted. Conditions for lifting the transfer restrictions in the event of a corporate reorganization or other similar event are also prescribed.
Reason for acquisition without consideration
The Company will automatically acquire without consideration all of the shares allotted under this arrangement for which the transfer restrictions have not been lifted when the transfer restriction period expires.
Categories and Number of Persons Covered
Maximum amount calculated on the assumption that 37 shares will be granted uniformly to 17,100 employees of the Company and its subsidiaries who are eligible for membership in the Employee Stock Ownership Plan. The actual number of eligible employees and shares is expected to be determined based on the number of plan participants.
Intended allottee's holding policy
The restricted stock acquired by the Employee Stock Ownership Plan may not be transferred, pledged, or otherwise disposed of from 22 January 2027 through 31 March 2031. Following the lifting of the transfer restrictions, the shares will be transferred to the eligible employees’ regular shareholdings.
Payment date
22 January 2027
Basis for determining the amount to be paid
The closing price of ¥2,640.5 on the Tokyo Stock Exchange on 6 August 2026. This represented a deviation of 0.21% from the simple average closing price of ¥2,635 over the one-month period from 7 July to 6 August 2026, a deviation of 4.05% from the average closing price of ¥2,752 over the three-month period from 7 May to 6 August 2026, and a deviation of 4.81% from the average closing price of ¥2,774 over the six-month period from 7 February to 6 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required.
Most recent equity financing
Notice Regarding the Introduction of a Restricted Stock Incentive Plan for the Employee Stock Ownership Plan, dated 13 May 2026
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Number of shares to be issued or disposed of632,700 shares of the Company’s common stock (maximum; the actual number of shares is expected to be determined based on the number of plan participants)
Issue price and disposal price¥2,640.5 per share
Total issue value¥1,670,644,350 (maximum)
Amount of funds to be raisedTotal payment amount: ¥1,670,644,350 (maximum). Estimated net proceeds: Not disclosed
Payment date22 January 2027
Intended allotteeName EXEO Group Employee Stock Ownership Plan / Number of Shares 632,700 shares (maximum)
Intended allottee's holding policyThe restricted stock acquired by the Employee Stock Ownership Plan may not be transferred, pledged, or otherwise disposed of from 22 January 2027 through 31 March 2031. Following the lifting of the transfer restrictions, the shares will be transferred to the eligible employees’ regular shareholdings.
Dilution Rate0.31% (based on the maximum number of shares and relative to the total number of issued shares as of 31 March 2026)
Total number of issued shares205,624,838 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥2,640.5 on the Tokyo Stock Exchange on 6 August 2026. This represented a deviation of 0.21% from the simple average closing price of ¥2,635 over the one-month period from 7 July to 6 August 2026, a deviation of 4.05% from the average closing price of ¥2,752 over the three-month period from 7 May to 6 August 2026, and a deviation of 4.81% from the average closing price of ¥2,774 over the six-month period from 7 February to 6 August 2026.
Transfer restriction period22 January 2027 to 31 March 2031
Conditions for lifting transfer restrictionsThe eligible employee must remain a member of the Employee Stock Ownership Plan throughout the transfer restriction period. In the event of withdrawal due to retirement or another reason deemed legitimate by the Company’s Board of Directors, the transfer restrictions will be lifted by the end of the month following the month in which the withdrawal application is accepted. Conditions for lifting the transfer restrictions in the event of a corporate reorganization or other similar event are also prescribed.
Reason for acquisition without considerationThe Company will automatically acquire without consideration all of the shares allotted under this arrangement for which the transfer restrictions have not been lifted when the transfer restriction period expires.
Categories and Number of Persons CoveredMaximum amount calculated on the assumption that 37 shares will be granted uniformly to 17,100 employees of the Company and its subsidiaries who are eligible for membership in the Employee Stock Ownership Plan. The actual number of eligible employees and shares is expected to be determined based on the number of plan participants.
Total Stock-Based CompensationThe amount of monetary claims in the form of special incentive payments to be made to eligible employees is equivalent to a maximum of ¥1,670,644,350.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required.
Most recent equity financingNotice Regarding the Introduction of a Restricted Stock Incentive Plan for the Employee Stock Ownership Plan, dated 13 May 2026
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.

The purpose is to provide employees with incentives to achieve sustained growth in the corporate value of the Group, promote value sharing between employees and shareholders and employees’ awareness of participation in management, encourage enrollment in this Employee Stock Ownership Plan, and contribute to employees’ asset formation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | EXEO Group,Inc. (1951) timely disclosure | Komori