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Share Issuance and Disposal3232Mie Kotsu Group Holdings,Inc.Real Estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 242,800 treasury shares as restricted stock compensation to a total of 58 directors, executive officers and directors of subsidiaries. The disposal price is ¥545 per share, and the transfer restriction period will be 30 years.

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242800
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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 much242,800Shares

242,800 shares of the Company's common stock (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors62,400 shares
11 executive officers of the Company21,600 shares
41 directors of the Company's subsidiaries158,800 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.

¥545 per share
Amount of funds to be raised

Total payment amount: ¥132,326,000; approximate net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥132,326,000, including ¥34,008,000 for the eligible directors
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
14 August 2026 to 14 August 2056 (30 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director, Audit & Supervisory Board member, employee or other equivalent position at the Company or one of its subsidiaries throughout the transfer restriction period and remain in that position until the transfer restriction period expires. If the recipient leaves office or retires due to the expiration of the term of office, death or another reason deemed valid by the Company's Board of Directors, some or all of the restrictions will be lifted in accordance with a prescribed calculation method.
Reason for acquisition without consideration
Shares for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the restrictions are otherwise lifted. If the recipient leaves office or retires without a valid reason, all of the shares granted under this allocation. In addition, shares for which the restrictions have not been lifted if the recipient does not hold the relevant position immediately before the end of the transfer restriction period or in the event of a corporate reorganization.
Categories and Number of Persons Covered
6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors — 62,400 shares, 11 executive officers of the Company — 21,600 shares, 41 directors of the Company's subsidiaries — 158,800 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in dedicated accounts.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥545. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The relevant systems and other matters were approved at the 12th Annual General Meeting of Shareholders held on 21 June 2018 and the 20th Annual General Meeting of Shareholders held on 18 June 2026.
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 of242,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥545 per share
Amount of funds to be raisedTotal payment amount: ¥132,326,000; approximate net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeCategory 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 62,400 shares, Category 11 executive officers of the Company / Number of Shares 21,600 shares, Category 41 directors of the Company's subsidiaries / Number of Shares 158,800 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in dedicated accounts.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥545. No discount or premium rate is stated.
Transfer restriction period14 August 2026 to 14 August 2056 (30 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director, Audit & Supervisory Board member, employee or other equivalent position at the Company or one of its subsidiaries throughout the transfer restriction period and remain in that position until the transfer restriction period expires. If the recipient leaves office or retires due to the expiration of the term of office, death or another reason deemed valid by the Company's Board of Directors, some or all of the restrictions will be lifted in accordance with a prescribed calculation method.
Reason for acquisition without considerationShares for which the transfer restrictions have not been lifted when the transfer restriction period expires or when the restrictions are otherwise lifted. If the recipient leaves office or retires without a valid reason, all of the shares granted under this allocation. In addition, shares for which the restrictions have not been lifted if the recipient does not hold the relevant position immediately before the end of the transfer restriction period or in the event of a corporate reorganization.
Categories and Number of Persons Covered6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors — 62,400 shares, 11 executive officers of the Company — 21,600 shares, 41 directors of the Company's subsidiaries — 158,800 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥132,326,000, including ¥34,008,000 for the eligible directors
Procedures under the Corporate Code of ConductThe relevant systems and other matters were approved at the 12th Annual General Meeting of Shareholders held on 21 June 2018 and the 20th Annual General Meeting of Shareholders held on 18 June 2026.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 an incentive for the sustainable growth of the Company Group and the enhancement of corporate value over the medium to long term, and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Mie Kotsu Group Holdings,Inc. (3232) timely disclosure | Komori