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Share Issuance and Disposal3104Fujibo Holdings,Inc.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,996 treasury shares as restricted stock compensation to 5 directors and 9 executive officers. The shares may not be transferred for a specified period until conditions such as ceasing to hold office or employment are met.

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10996
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,996Shares

10,996 common shares of the Company (treasury shares)

5 of the Company's directors, excluding outside directors5,497 shares
9 of the Company's executive officers5,499 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.

¥4,290 per share
Total issue value

¥47,172,840

Total Stock-Based Compensation
Monetary compensation claims of ¥23,582,130 for directors and monetary claims of ¥23,590,710 for executive officers. The aggregate amount of compensation claims for eligible directors is capped at ¥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
From 22 July 2026 until the later of the date on which the eligible recipient ceases to hold either the position of director of the Company (excluding outside directors) or executive officer, or the date on which the semiannual report for the business year that includes the allotment date is filed.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the eligible recipient continuously held the relevant position throughout the service provision period from the date of this general meeting of shareholders through the date of the next annual general meeting of shareholders. If the eligible recipient ceases to hold office or employment due to death, expiry of the term of office, reaching retirement age or another reason deemed legitimate by the Board of Directors, the number of shares for which the restrictions are lifted and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without consideration
If, before the end of the service provision period, the eligible recipient ceases to hold both the position of director and the position of executive officer, except due to death, expiry of the term of office, reaching retirement age or another reason deemed legitimate by the Board of Directors. This also applies if any shares remain subject to the transfer restrictions when the restrictions are lifted. If any shares remain subject to the transfer restrictions after the restrictions have been lifted in connection with a corporate reorganization or similar transaction.
Stock Split RatioThe original resolution before the stock split in April 2026 set a limit of 15,000 shares. Following the stock split, the limit was revised from 45,000 shares to 20,000 shares. The split ratio and effective date are Not disclosed.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 5,497 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 5,499 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged as collateral or otherwise disposed of in any way. They will be managed in a dedicated account.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,290. There was no discount or premium.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 26 June 2026, approval was obtained for revisions to the aggregate amount of compensation claims, the maximum number of shares to be allotted and the transfer restriction period.
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 of10,996 common shares of the Company (treasury shares)
Issue price and disposal price¥4,290 per share
Total issue value¥47,172,840
Payment date22 July 2026
Intended allotteeName 5 of the Company's directors, excluding outside directors / Number of Shares 5,497 shares, Name 9 of the Company's executive officers / Number of Shares 5,499 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged as collateral or otherwise disposed of in any way. They will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,290. There was no discount or premium.
Transfer restriction periodFrom 22 July 2026 until the later of the date on which the eligible recipient ceases to hold either the position of director of the Company (excluding outside directors) or executive officer, or the date on which the semiannual report for the business year that includes the allotment date is filed.
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiry of the transfer restriction period, provided that the eligible recipient continuously held the relevant position throughout the service provision period from the date of this general meeting of shareholders through the date of the next annual general meeting of shareholders. If the eligible recipient ceases to hold office or employment due to death, expiry of the term of office, reaching retirement age or another reason deemed legitimate by the Board of Directors, the number of shares for which the restrictions are lifted and the timing of the lifting will be reasonably adjusted.
Reason for acquisition without considerationIf, before the end of the service provision period, the eligible recipient ceases to hold both the position of director and the position of executive officer, except due to death, expiry of the term of office, reaching retirement age or another reason deemed legitimate by the Board of Directors. This also applies if any shares remain subject to the transfer restrictions when the restrictions are lifted. If any shares remain subject to the transfer restrictions after the restrictions have been lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of allocated shares 5,497 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 5,499 shares
Total Stock-Based CompensationMonetary compensation claims of ¥23,582,130 for directors and monetary claims of ¥23,590,710 for executive officers. The aggregate amount of compensation claims for eligible directors is capped at ¥60 million per year.
Stock Split RatioThe original resolution before the stock split in April 2026 set a limit of 15,000 shares. Following the stock split, the limit was revised from 45,000 shares to 20,000 shares. The split ratio and effective date are Not disclosed.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 26 June 2026, approval was obtained for revisions to the aggregate amount of compensation claims, the maximum number of shares to be allotted and the transfer restriction period.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 recipients with an incentive to achieve sustained growth in the Company's corporate value and to promote the sharing of value between the eligible recipients and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Fujibo Holdings,Inc. (3104) timely disclosure | Komori