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Share Issuance and Disposal2436KYODO PUBLIC RELATIONS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 22,830 treasury shares as restricted stock compensation to 8 directors and 33 employees. The transfer restriction period is approximately 30 years for the directors and approximately 1 year for the employees.

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22830
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

22,830 common shares of the Company (16,830 shares for 8 directors and 6,000 shares for 33 employees)

The Company's directors (excluding directors who are Audit & Supervisory Committee Members)8 independent officers / 16,830 shares
Employees of the Company33 / 6,000 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.

¥1,010 per share
Total issue value

¥23,058,300

Amount of funds to be raised
As the shares will be issued through a contribution in kind of monetary compensation claims, the total amount payable is ¥23,058,300, and the estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥23,058,300. Monetary compensation claims granted to the eligible directors are capped at ¥50 million per year.
Specific use of funds
not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
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
Directors: 23 April 2026 to 21 April 2056. Employees: 23 April 2026 to 22 April 2027.
Conditions for lifting transfer restrictions
Provided that each allottee continuously remains a director or employee of the Company throughout the transfer restriction period, all of the allotted shares held at the end of the period will have their transfer restrictions lifted. If an allottee retires as a director or leaves the Company before the end of the period, the timing of the lifting of restrictions and the number of shares will be reasonably adjusted.
Reason for acquisition without consideration
The Company will acquire for no consideration the shares whose transfer restrictions have not been lifted at the end of the transfer restriction period, as well as the prescribed number of shares if an event triggering acquisition for no consideration under the relevant allotment agreement occurs during the transfer restriction period.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 8 independent officers / Number of allocated shares 16,830 shares, Category Employees of the Company / Number of Employees 33 / Number of allocated shares 6,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. During this period, they will be managed in dedicated accounts at SMBC Nikko Securities Inc.
Payment date
23 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,010. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 30 March 2021, approval was obtained to introduce the scheme for eligible directors and to establish the applicable limits for monetary compensation claims and share grants.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not 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 of22,830 common shares of the Company (16,830 shares for 8 directors and 6,000 shares for 33 employees)
Issue price and disposal price¥1,010 per share
Total issue value¥23,058,300
Amount of funds to be raisedAs the shares will be issued through a contribution in kind of monetary compensation claims, the total amount payable is ¥23,058,300, and the estimated net proceeds are Not disclosed
Specific use of fundsnot disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
Payment date23 April 2026
Intended allotteeCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 8 independent officers / Number of Shares 16,830 shares, Category Employees of the Company / Number of Employees 33 / Number of Shares 6,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. During this period, they will be managed in dedicated accounts at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,010. No discount or premium rate is stated.
Transfer restriction periodDirectors: 23 April 2026 to 21 April 2056. Employees: 23 April 2026 to 22 April 2027.
Conditions for lifting transfer restrictionsProvided that each allottee continuously remains a director or employee of the Company throughout the transfer restriction period, all of the allotted shares held at the end of the period will have their transfer restrictions lifted. If an allottee retires as a director or leaves the Company before the end of the period, the timing of the lifting of restrictions and the number of shares will be reasonably adjusted.
Reason for acquisition without considerationThe Company will acquire for no consideration the shares whose transfer restrictions have not been lifted at the end of the transfer restriction period, as well as the prescribed number of shares if an event triggering acquisition for no consideration under the relevant allotment agreement occurs during the transfer restriction period.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 8 independent officers / Number of allocated shares 16,830 shares, Category Employees of the Company / Number of Employees 33 / Number of allocated shares 6,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥23,058,300. Monetary compensation claims granted to the eligible directors are capped at ¥50 million per year.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 30 March 2021, approval was obtained to introduce the scheme for eligible directors and to establish the applicable limits for monetary compensation claims and share grants.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (11)
Estimated issuance expensesDilution RateTotal 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.

The purpose is to provide directors with incentives for the sustained enhancement of corporate value and to promote the sharing of value with shareholders. For employees, the purpose is to enhance employee benefits, foster a sense of unity, promote the sharing of value with shareholders, and increase motivation to enhance corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KYODO PUBLIC RELATIONS CO.,LTD. (2436) timely disclosure | Komori