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Share Issuance and Disposal1975ASAHI KOGYOSHA CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,700 treasury shares to 6 directors and 14 executive officers as restricted stock compensation. The disposal price is ¥4,325 per share, for a total of ¥46,277,500.

Worth reading
35Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
10700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,700Shares

10,700 treasury shares

6 of the Company's directors, excluding outside directors4,700 shares
14 executive officers of the Company6,000 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.

¥4,325 per share
Total issue value

¥46,277,500

Total Stock-Based Compensation
Total monetary remuneration claims of ¥46,277,500 (the annual remuneration limit for directors is ¥45 million or less)
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 22 July 2026 until the date on which the allottee resigns from the position held at the time of allotment
Conditions for lifting transfer restrictions
The allottee must continuously hold the position held at the time of allotment until the date of the first annual general meeting of shareholders held after 22 July 2026. If the allottee resigns for a legitimate reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the allottee resigns from the position held at the time of allotment without a legitimate reason by the day preceding the first annual general meeting of shareholders, or if any shares remain subject to restrictions at the end of the transfer restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Stock Split Ratio2 shares for every 1 common share. Implemented on 1 April 2022 and 1 April 2024.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 4,700 shares, Category The Company's executive officers / Number of Employees 14 / Number of allocated shares 6,000 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, used to establish a security interest by way of transfer, given as a lifetime gift, bequeathed or otherwise disposed of, and will be held and maintained in a designated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥4,325. The closing price on the business day immediately preceding the date was used; no discount or premium was stated.
Procedures under the Corporate Code of Conduct
Approval was obtained at the 91st annual general meeting of shareholders held on 26 June 2020 for the restricted stock compensation plan and the remuneration limit, among other matters.
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 of10,700 treasury shares
Issue price and disposal price¥4,325 per share
Total issue value¥46,277,500
Payment date22 July 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 4,700 shares, Name 14 executive officers of the Company / Number of Shares 6,000 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, used to establish a security interest by way of transfer, given as a lifetime gift, bequeathed or otherwise disposed of, and will be held and maintained in a designated account.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥4,325. The closing price on the business day immediately preceding the date was used; no discount or premium was stated.
Transfer restriction periodFrom 22 July 2026 until the date on which the allottee resigns from the position held at the time of allotment
Conditions for lifting transfer restrictionsThe allottee must continuously hold the position held at the time of allotment until the date of the first annual general meeting of shareholders held after 22 July 2026. If the allottee resigns for a legitimate reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the allottee resigns from the position held at the time of allotment without a legitimate reason by the day preceding the first annual general meeting of shareholders, or if any shares remain subject to restrictions at the end of the transfer restriction period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 4,700 shares, Category The Company's executive officers / Number of Employees 14 / Number of allocated shares 6,000 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥46,277,500 (the annual remuneration limit for directors is ¥45 million or less)
Stock Split Ratio2 shares for every 1 common share. Implemented on 1 April 2022 and 1 April 2024.
Procedures under the Corporate Code of ConductApproval was obtained at the 91st annual general meeting of shareholders held on 26 June 2020 for the restricted stock compensation plan and the remuneration limit, among other matters.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal 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.

The purpose is for the directors and executive officers to share with shareholders the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ASAHI KOGYOSHA CO.,LTD. (1975) timely disclosure | Komori