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Share Issuance and Disposal2700KITOKU SHINRYO CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,500 treasury shares to 7 eligible directors as restricted stock compensation. The transfer restriction period will be 30 years from 22 May 2026.

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Neutral
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Scale
9500
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,500Shares

9,500 common shares (treasury shares)

7 of the Company's directors, excluding part-time directors, directors residing overseas and outside directors; 9,500 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,961 per share
Total issue value

¥18,629,500

Total Stock-Based Compensation
Total monetary claims of ¥18,629,500 (within the compensation limit of ¥60 million per year)
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
30 years, from 22 May 2026 to 21 May 2056
Conditions for lifting transfer restrictions
Subject to continuous service during the transfer restriction period in any of the following positions at the Company or one of its subsidiaries—director, executive officer not concurrently serving as a director, Audit & Supervisory Board member, adviser, consultant, employee or other equivalent position—the transfer restrictions will be fully lifted upon expiration of the period. If the recipient retires or leaves employment upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act that violates laws or regulations or otherwise falls under any of the specified events set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. Shares for which the transfer restrictions remain in place after the restrictions are lifted will also be acquired without consideration.
Categories and Number of Persons Covered
7 eligible directors; 9,500 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The shares will be managed in a dedicated account.
Payment date
22 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 22 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,961. No discount or premium was applied.
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 of9,500 common shares (treasury shares)
Issue price and disposal price¥1,961 per share
Total issue value¥18,629,500
Payment date22 May 2026
Intended allottee7 of the Company's directors, excluding part-time directors, directors residing overseas and outside directors; 9,500 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and all other dispositions are prohibited. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 22 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,961. No discount or premium was applied.
Transfer restriction period30 years, from 22 May 2026 to 21 May 2056
Conditions for lifting transfer restrictionsSubject to continuous service during the transfer restriction period in any of the following positions at the Company or one of its subsidiaries—director, executive officer not concurrently serving as a director, Audit & Supervisory Board member, adviser, consultant, employee or other equivalent position—the transfer restrictions will be fully lifted upon expiration of the period. If the recipient retires or leaves employment upon expiration of the term of office or for another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act that violates laws or regulations or otherwise falls under any of the specified events set forth in the restricted stock allotment agreement, the Company will acquire all of the shares without consideration. Shares for which the transfer restrictions remain in place after the restrictions are lifted will also be acquired without consideration.
Categories and Number of Persons Covered7 eligible directors; 9,500 shares
Total Stock-Based CompensationTotal monetary claims of ¥18,629,500 (within the compensation limit of ¥60 million per year)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal 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 the eligible directors with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KITOKU SHINRYO CO.,LTD. (2700) timely disclosure | Komori