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Share Issuance and Disposal2134Kitahama Capital Partners Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company has resolved to issue 15,494,400 common shares as restricted stock compensation for its directors, employees and subsidiary directors. The issue price will be ¥24 per share, and the post-issuance dilution rate will be 2.81%.

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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much15,494,400Shares

15,494,400 common shares (new shares)

Directors of the Company (excluding outside directors)5 / 14,108,200 shares
Employees of the Company6 / 380,600 shares
Directors of subsidiaries of the Company4 / 1,005,600 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.

¥24 per share
Total issue value

¥371,865,600

Amount of funds to be raised
Total payment amount: ¥371,865,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥371,865,600
Existing Shares and Increase
+2.81%Rate of increase
551,440,993 shares566,935,393Shares

2.81% (relative to the total number of issued shares as of 30 June 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
Class I recipients: from 21 August 2026 until the date on which they cease to be directors of the Company. Class II recipients: from 21 August 2026 until 20 August 2031.
Conditions for lifting transfer restrictions
Class I recipients must remain directors of the Company continuously until the first annual general meeting of shareholders held after the commencement date. If they cease to be directors for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office. Class II recipients must continuously hold a position as either a director or employee of the Company or one of its subsidiaries during the restriction period. If they cease to be directors or employees for a valid reason, part of the restrictions will be lifted in proportion to the number of months employed. In the event of a corporate reorganization or similar event, all restrictions will be lifted subject to certain conditions.
Reason for acquisition without consideration
If a Class I recipient ceases to be a director without a valid reason before the day preceding the first annual general meeting of shareholders held after the commencement date, or if any shares remain subject to restrictions when the restriction period expires. If a Class II recipient ceases to hold the relevant position or leaves employment without a valid reason before the restriction period expires, or if any shares remain subject to restrictions when the period expires.
Categories and Number of Persons Covered
The Company’s directors (excluding outside directors): 5 people, 14,108,200 shares; the Company’s employees: 6 people, 380,600 shares; directors of the Company’s subsidiaries: 4 people, 1,005,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥24. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 33rd Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the introduction of the restricted stock compensation plan, including the compensation amount and the maximum number of shares.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of15,494,400 common shares (new shares)
Issue price and disposal price¥24 per share
Total issue value¥371,865,600
Amount of funds to be raisedTotal payment amount: ¥371,865,600; estimated net proceeds: Not disclosed
Payment date21 August 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 14,108,200 shares, Name Employees of the Company / Number of Employees 6 / Number of Shares 380,600 shares, Name Directors of subsidiaries of the Company / Number of Employees 4 / Number of Shares 1,005,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Dilution Rate2.81% (relative to the total number of issued shares as of 30 June 2026)
Total number of issued shares551,440,993 shares → 566,935,393 shares(2.81%)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥24. No discount or premium applies.
Transfer restriction periodClass I recipients: from 21 August 2026 until the date on which they cease to be directors of the Company. Class II recipients: from 21 August 2026 until 20 August 2031.
Conditions for lifting transfer restrictionsClass I recipients must remain directors of the Company continuously until the first annual general meeting of shareholders held after the commencement date. If they cease to be directors for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office. Class II recipients must continuously hold a position as either a director or employee of the Company or one of its subsidiaries during the restriction period. If they cease to be directors or employees for a valid reason, part of the restrictions will be lifted in proportion to the number of months employed. In the event of a corporate reorganization or similar event, all restrictions will be lifted subject to certain conditions.
Reason for acquisition without considerationIf a Class I recipient ceases to be a director without a valid reason before the day preceding the first annual general meeting of shareholders held after the commencement date, or if any shares remain subject to restrictions when the restriction period expires. If a Class II recipient ceases to hold the relevant position or leaves employment without a valid reason before the restriction period expires, or if any shares remain subject to restrictions when the period expires.
Categories and Number of Persons CoveredThe Company’s directors (excluding outside directors): 5 people, 14,108,200 shares; the Company’s employees: 6 people, 380,600 shares; directors of the Company’s subsidiaries: 4 people, 1,005,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥371,865,600
Procedures under the Corporate Code of ConductAt the 33rd Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for the introduction of the restricted stock compensation plan, including the compensation amount and the maximum number of shares.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Kitahama Capital Partners Co.,Ltd. (2134) timely disclosure | Komori