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Share Issuance and Disposal2993Choei Inc.Real Estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will deliver 193,000 treasury shares of restricted stock to 3 directors and 8 executive officers as an in-kind contribution of monetary remuneration claims. The shares may not be transferred until specified conditions, such as retirement or resignation, are met.

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Scale
193000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much193,000Shares

193,000 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)80,000 shares
8 of the Company's executive officers113,000 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.

¥2,103 per share
Amount of funds to be raised

Total payment amount: ¥405,879,000; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary remuneration claims: ¥405,879,000. The total amount of monetary remuneration claims for the eligible directors is capped at ¥300 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
From 15 July 2026 until the date on which the recipient retires or resigns from any position as a director, executive officer or employee of the Company. Directors will receive only "Restricted Stock II" in this allotment, while executive officers will receive compensation for the period from 15 July 2026 through 30 June 2034.
Conditions for lifting transfer restrictions
Directors must continuously hold one of the positions of director, executive officer or employee of the Company from the start date of the restriction period through the date of the first annual general meeting of shareholders held thereafter. Executive officers must continuously hold the position of executive officer of the Company from 15 July 2026 through 30 June 2034. In the event of retirement or resignation for a legitimate reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without consideration
If a recipient retires or resigns by the day before the prescribed annual general meeting of shareholders is held (or by 29 June 2034 for executive officers) and the Board of Directors does not recognize a legitimate reason for doing so. If any shares remain subject to transfer restrictions when the restriction period expires. If any shares remain subject to transfer restrictions as of the business day before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 80,000 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 113,000 shares
Intended allottee's holding policy
The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the owner's lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
15 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 24 June 2026 was ¥2,103. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
At the 38th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for revisions to the restricted stock compensation plan, the total amount of remuneration claims, the maximum number of shares and other matters.
Impact on Business Performance
No information was provided regarding the impact on financial results.
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 of193,000 common shares of the Company (treasury shares)
Issue price and disposal price¥2,103 per share
Amount of funds to be raisedTotal payment amount: ¥405,879,000; estimated net proceeds: Not disclosed
Payment date15 July 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares 80,000 shares, Category 8 of the Company's executive officers / Number of Shares 113,000 shares
Intended allottee's holding policyThe shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the owner's lifetime, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026 was ¥2,103. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 15 July 2026 until the date on which the recipient retires or resigns from any position as a director, executive officer or employee of the Company. Directors will receive only "Restricted Stock II" in this allotment, while executive officers will receive compensation for the period from 15 July 2026 through 30 June 2034.
Conditions for lifting transfer restrictionsDirectors must continuously hold one of the positions of director, executive officer or employee of the Company from the start date of the restriction period through the date of the first annual general meeting of shareholders held thereafter. Executive officers must continuously hold the position of executive officer of the Company from 15 July 2026 through 30 June 2034. In the event of retirement or resignation for a legitimate reason, part of the restrictions will be lifted in proportion to the period of service.
Reason for acquisition without considerationIf a recipient retires or resigns by the day before the prescribed annual general meeting of shareholders is held (or by 29 June 2034 for executive officers) and the Board of Directors does not recognize a legitimate reason for doing so. If any shares remain subject to transfer restrictions when the restriction period expires. If any shares remain subject to transfer restrictions as of the business day before the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 80,000 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 113,000 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥405,879,000. The total amount of monetary remuneration claims for the eligible directors is capped at ¥300 million per year.
Procedures under the Corporate Code of ConductAt the 38th Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for revisions to the restricted stock compensation plan, the total amount of remuneration claims, the maximum number of shares and other matters.
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution 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 enable directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to share price appreciation and enhancement of corporate value. The amount of monetary remuneration claims granted to each recipient was determined after comprehensively considering factors including the individual's contribution.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Choei Inc. (2993) timely disclosure | Komori