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Share Issuance and Disposal1966TAKADA CORPORATIONConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 15,479 treasury shares to 16 directors and executive officers as restricted stock compensation. The shares will be granted subject to a 50-year transfer restriction.

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15479
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much15,479Shares

Treasury shares: 15,479 common shares

Directors of the Company (excluding outside directors)7 / 10,433 shares
The Company's executive officers who do not concurrently serve as directors9 / 5,046 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.

¥1,725 per share
Total issue value

¥26,701,275

Amount of funds to be raised
Total payment amount: ¥26,701,275; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥26,701,275. The annual compensation limit for eligible directors is ¥100 million or less.
発行済株式総数

Not applicable (disposal of treasury shares)

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
50 years, from 24 July 2026 to 23 July 2076.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible directors and other recipients have continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, consultant, employee or an equivalent position. If an individual retires or leaves the Company upon the expiration of their term, mandatory retirement or for another legitimate reason, the transfer restrictions will be lifted immediately after the retirement or departure for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If an individual commits a violation of laws or regulations during the transfer restriction period or otherwise becomes subject to any of the specified events set forth in the relevant allotment agreement, the Company will acquire all of the allotted shares held by that individual without consideration. The Company will also acquire without consideration all shares whose transfer restrictions have not been lifted immediately after the expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 10,433 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 5,046 shares
Intended allottee's holding policy
The transfer restriction period will be set at 50 years in order to achieve the purpose of introducing this system, namely, long-term value sharing with shareholders. During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,725. Discount/premium: none.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nominating and Compensation Advisory Committee for review.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is 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 ofTreasury shares: 15,479 common shares
Issue price and disposal price¥1,725 per share
Total issue value¥26,701,275
Amount of funds to be raisedTotal payment amount: ¥26,701,275; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of Shares 10,433 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of Shares 5,046 shares
Intended allottee's holding policyThe transfer restriction period will be set at 50 years in order to achieve the purpose of introducing this system, namely, long-term value sharing with shareholders. During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any way.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,725. Discount/premium: none.
Transfer restriction period50 years, from 24 July 2026 to 23 July 2076.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the eligible directors and other recipients have continuously held one of the following positions at the Company or one of its subsidiaries during the transfer restriction period: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, adviser, consultant, employee or an equivalent position. If an individual retires or leaves the Company upon the expiration of their term, mandatory retirement or for another legitimate reason, the transfer restrictions will be lifted immediately after the retirement or departure for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf an individual commits a violation of laws or regulations during the transfer restriction period or otherwise becomes subject to any of the specified events set forth in the relevant allotment agreement, the Company will acquire all of the allotted shares held by that individual without consideration. The Company will also acquire without consideration all shares whose transfer restrictions have not been lifted immediately after the expiration of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 10,433 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 9 / Number of allocated shares 5,046 shares
Total Stock-Based CompensationTotal monetary receivables: ¥26,701,275. The annual compensation limit for eligible directors is ¥100 million or less.
Procedures under the Corporate Code of ConductThe matter was submitted to the Nominating and Compensation Advisory Committee for review.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (11)
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 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 provide eligible directors and others with an incentive to achieve sustained growth in corporate value and to promote greater sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TAKADA CORPORATION (1966) timely disclosure | Komori