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Share Issuance and Disposal287AKuroda Group Co.,Ltd.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 31,485 treasury shares as restricted stock compensation for 7 executive officers. The payment date is 24 July 2026, and the shares will be subject to transfer restrictions until the recipients retire from their positions.

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Neutral
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31485
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much31,485Shares

Number of shares to be issued/disposed of: 31,485 treasury shares

7 of the Company's executive officers (including executive officers who concurrently serve as directors of the Company)31,485 shares

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

Issue price/disposal price: ¥1,105 per share
Amount of funds to be raised

Total payment amount: ¥34,790,925; estimated net proceeds: Not disclosed (no cash proceeds to the Company because the shares are contributed in kind in exchange for monetary compensation receivables)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥34,790,925
発行済株式総数

0.07%

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
From 24 July 2026 until the date on which each recipient retires from their position as an executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of executive officer of the Company throughout the transfer restriction period. If the recipient retires for a reason deemed legitimate by the Board of Directors, the number of shares for which the transfer restrictions will be lifted and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the transfer restriction period expires, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares that remain subject to transfer restrictions on the business day immediately preceding the effective date.
Categories and Number of Persons Covered
7 of the Company's executive officers (including executive officers who concurrently serve as directors of the Company), 31,485 shares
Intended allottee's holding policy
The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period will run from 24 July 2026 until the date on which each recipient retires from their position as an executive officer of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,105. No discount or premium will be 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 ofNumber of shares to be issued/disposed of: 31,485 treasury shares
Issue price and disposal priceIssue price/disposal price: ¥1,105 per share
Amount of funds to be raisedTotal payment amount: ¥34,790,925; estimated net proceeds: Not disclosed (no cash proceeds to the Company because the shares are contributed in kind in exchange for monetary compensation receivables)
Payment date24 July 2026
Intended allotteeName 7 of the Company's executive officers (including executive officers who concurrently serve as directors of the Company) / Number of Shares 31,485 shares
Intended allottee's holding policyThe shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period will run from 24 July 2026 until the date on which each recipient retires from their position as an executive officer of the Company.
Dilution Rate0.07%
Total number of issued shares44,683,980 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,105. No discount or premium will be applied.
Transfer restriction periodFrom 24 July 2026 until the date on which each recipient retires from their position as an executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of executive officer of the Company throughout the transfer restriction period. If the recipient retires for a reason deemed legitimate by the Board of Directors, the number of shares for which the transfer restrictions will be lifted and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the transfer restriction period expires, the Company will automatically acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration any shares that remain subject to transfer restrictions on the business day immediately preceding the effective date.
Categories and Number of Persons Covered7 of the Company's executive officers (including executive officers who concurrently serve as directors of the Company), 31,485 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥34,790,925
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise 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.

The purpose is to meet the requirements of the Corporate Governance Code and to promote the sharing of shareholder interests. The dilution is limited to 0.07% and is considered reasonable in light of the purpose of the compensation plan involving the delivery of restricted stock.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Kuroda Group Co.,Ltd. (287A) timely disclosure | Komori