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Share Issuance and Disposal1981KYOWANISSEI CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 16,228 treasury shares held by the Company to 7 directors and 6 executive officers as restricted stock compensation. The recipients will be provided with monetary compensation receivables totaling ¥21,339,820, the full amount of which will be contributed in kind.

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16228
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much16,228Shares

16,228 shares of the Company's common stock (treasury shares)

7 directors of the Company (excluding outside directors)10,392 shares
6 executive officers of the Company5,836 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.

¥1,315 per share
Total issue value

¥21,339,820

Amount of funds to be raised
Total payment amount: ¥21,339,820; estimated net proceeds: ¥21,339,820 (as the shares will be paid for through the in-kind contribution of monetary compensation receivables owed to the recipients, there will be no cash proceeds to the Company)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥21,339,820. The monetary compensation receivables permitted under the compensation plan are capped at ¥30 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 14 August 2026 until the eligible recipient ceases to hold any position as a director, executive officer or employee of the Company. However, if the recipient ceases to hold such a position on or before 30 June 2027, the restriction period will run until 1 July 2027.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer or employee of the Company during the service provision period from the date of the 78th Annual General Meeting of Shareholders held on 26 June 2026 through the date of the following year's Annual General Meeting of Shareholders, all transfer restrictions on the shares allotted under this arrangement will be lifted upon expiry of the restriction period. If the recipient ceases to hold such a position for a legitimate reason, the number of shares subject to lifting of the restrictions and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without consideration
If, before the expiry of the restriction period, the recipient ceases to hold any position as a director, executive officer or employee of the Company without a legitimate reason. Also, if any shares remain subject to transfer restrictions when the restriction period expires, or if any shares remain subject to transfer restrictions following a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 10,392 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 5,836 shares
Intended allottee's holding policy
During the restriction period, the recipients may not transfer the shares, create a pledge or transfer security interest over them, make inter vivos gifts or bequests, or otherwise dispose of them in any manner. Until the restrictions are lifted, the shares will be managed in dedicated accounts with a designated financial instruments business operator.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026 was ¥1,315. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 76th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the provision of monetary compensation receivables and the restriction period and other related 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 of16,228 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,315 per share
Total issue value¥21,339,820
Amount of funds to be raisedTotal payment amount: ¥21,339,820; estimated net proceeds: ¥21,339,820 (as the shares will be paid for through the in-kind contribution of monetary compensation receivables owed to the recipients, there will be no cash proceeds to the Company)
Payment date14 August 2026
Intended allotteeCategory 7 directors of the Company (excluding outside directors) / Number of Shares 10,392 shares, Category 6 executive officers of the Company / Number of Shares 5,836 shares
Intended allottee's holding policyDuring the restriction period, the recipients may not transfer the shares, create a pledge or transfer security interest over them, make inter vivos gifts or bequests, or otherwise dispose of them in any manner. Until the restrictions are lifted, the shares will be managed in dedicated accounts with a designated financial instruments business operator.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026 was ¥1,315. No discount or premium was stated.
Transfer restriction periodFrom 14 August 2026 until the eligible recipient ceases to hold any position as a director, executive officer or employee of the Company. However, if the recipient ceases to hold such a position on or before 30 June 2027, the restriction period will run until 1 July 2027.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer or employee of the Company during the service provision period from the date of the 78th Annual General Meeting of Shareholders held on 26 June 2026 through the date of the following year's Annual General Meeting of Shareholders, all transfer restrictions on the shares allotted under this arrangement will be lifted upon expiry of the restriction period. If the recipient ceases to hold such a position for a legitimate reason, the number of shares subject to lifting of the restrictions and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without considerationIf, before the expiry of the restriction period, the recipient ceases to hold any position as a director, executive officer or employee of the Company without a legitimate reason. Also, if any shares remain subject to transfer restrictions when the restriction period expires, or if any shares remain subject to transfer restrictions following a corporate reorganization or other similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 7 / Number of allocated shares 10,392 shares, Category The Company's executive officers / Number of Employees 6 / Number of allocated shares 5,836 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥21,339,820. The monetary compensation receivables permitted under the compensation plan are capped at ¥30 million per year.
Procedures under the Corporate Code of ConductAt the 76th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the provision of monetary compensation receivables and the restriction period and other related matters.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 to achieve sustained growth in corporate value and further promote value sharing between the eligible directors and other recipients and shareholders. The amount of the monetary compensation receivables was determined after comprehensively taking into consideration the Company's performance, the responsibilities of each eligible director and other recipient, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KYOWANISSEI CO.,LTD. (1981) timely disclosure | Komori