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Share Issuance and Disposal1992KANDA TSUSHINKI CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,852 treasury shares held by the Company to 6 directors of the Company and its subsidiaries as restricted stock compensation for directors. The total payment amount is ¥14,551,148, but as the shares will be paid for through an in-kind contribution of monetary compensation receivables, this does not constitute an actual fund-raising transaction.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,852Shares

4,852 shares of the Company's common stock (treasury shares)

4 directors of the Company (excluding outside directors)4,495 shares
2 directors of the Company's subsidiaries357 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.

¥2,999 per share
Total issue value

¥14,551,148

Amount of funds to be raised
Total payment amount: ¥14,551,148; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥14,551,148 (¥13,480,505 for the Company's directors and ¥1,070,643 for the subsidiary directors). The annual compensation limit for the Company's directors is ¥40 million or less.
発行済株式総数

Not applicable (as this is a disposal of treasury shares, the total number of issued shares will not increase)

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
3 August 2026 to 2 August 2056 (30 years)
Conditions for lifting transfer restrictions
Subject to having continuously held the position of director of the Company or one of its subsidiaries throughout the restriction period, all of the allocated shares will be released from the transfer restrictions upon expiry of the restriction period. In the event of retirement for a valid reason, the restrictions will be adjusted reasonably.
Reason for acquisition without consideration
If the recipient retires as a director of the Company or one of its subsidiaries before expiry of the restriction period, except where the Board of Directors recognizes a valid reason. This also applies if any shares remain subject to transfer restrictions at the expiry of the restriction period, or if any shares remain subject to transfer restrictions after the restrictions are released in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 4,495 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 357 shares
Payment date
3 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 1 July 2026, ¥2,999. No discount or premium rate was 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 of4,852 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,999 per share
Total issue value¥14,551,148
Amount of funds to be raisedTotal payment amount: ¥14,551,148; estimated net proceeds: Not disclosed
Payment date3 August 2026
Intended allotteeName 4 directors of the Company (excluding outside directors) / Number of Shares 4,495 shares, Name 2 directors of the Company's subsidiaries / Number of Shares 357 shares
Dilution RateNot applicable (as 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 1 July 2026, ¥2,999. No discount or premium rate was disclosed.
Transfer restriction period3 August 2026 to 2 August 2056 (30 years)
Conditions for lifting transfer restrictionsSubject to having continuously held the position of director of the Company or one of its subsidiaries throughout the restriction period, all of the allocated shares will be released from the transfer restrictions upon expiry of the restriction period. In the event of retirement for a valid reason, the restrictions will be adjusted reasonably.
Reason for acquisition without considerationIf the recipient retires as a director of the Company or one of its subsidiaries before expiry of the restriction period, except where the Board of Directors recognizes a valid reason. This also applies if any shares remain subject to transfer restrictions at the expiry of the restriction period, or if any shares remain subject to transfer restrictions after the restrictions are released in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of allocated shares 4,495 shares, Category Directors of the Company's subsidiaries / Number of Employees 2 / Number of allocated shares 357 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥14,551,148 (¥13,480,505 for the Company's directors and ¥1,070,643 for the subsidiary directors). The annual compensation limit for the Company's directors is ¥40 million or less.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 for the sustained enhancement of the Company's corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KANDA TSUSHINKI CO.,LTD. (1992) timely disclosure | Komori