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Share Issuance and Disposal3299MUGEN ESTATE Co.,Ltd.Real estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 85,800 treasury shares as restricted stock compensation to 3 directors and 7 executive officers. The recipients will be provided with monetary remuneration claims totaling ¥198,455,400 and will receive the shares in exchange for making an in-kind contribution of those claims.

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Neutral
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85800
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 much85,800Shares

85,800 shares of the Company’s common stock (treasury shares)

3 of the Company's directors, excluding outside directors50,500 shares
7 of the Company’s executive officers35,300 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.

¥2,313 per share
Total issue value

¥198,455,400

Amount of funds to be raised
Total payment amount: ¥198,455,400. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥198,455,400
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 April 2026 until the recipients cease to serve as directors or executive officers of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipients continuously hold the position of director or executive officer of the Company or any of its subsidiaries throughout the service provision period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of retirement due to death, expiration of the term of office or any other reason deemed reasonable by the Board of Directors, the number of shares released will correspond to the number of months in office.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions upon expiration of the transfer restriction period.
Categories and Number of Persons Covered
3 directors of the Company (excluding outside directors), 50,500 shares; 7 executive officers of the Company, 35,300 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from 24 April 2026 until the recipients cease to serve as directors or executive officers of the Company or any of its subsidiaries.
Payment date
24 April 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 March 2026 was ¥2,313. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from 3 outside directors who have no interests in the controlling shareholder that the transaction is not detrimental to minority shareholders. Directors with ties to the controlling shareholder did not participate in the resolution.
Impact on Business Performance
The specific impact on business performance was Not disclosed
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 of85,800 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥2,313 per share
Total issue value¥198,455,400
Amount of funds to be raisedTotal payment amount: ¥198,455,400. Estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName 3 of the Company's directors, excluding outside directors / Number of Shares 50,500 shares, Name 7 of the Company’s executive officers / Number of Shares 35,300 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from 24 April 2026 until the recipients cease to serve as directors or executive officers of the Company or any of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 25 March 2026 was ¥2,313. No discount or premium rate was stated.
Transfer restriction periodFrom 24 April 2026 until the recipients cease to serve as directors or executive officers of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipients continuously hold the position of director or executive officer of the Company or any of its subsidiaries throughout the service provision period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. In the event of retirement due to death, expiration of the term of office or any other reason deemed reasonable by the Board of Directors, the number of shares released will correspond to the number of months in office.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted under this arrangement that remain subject to transfer restrictions upon expiration of the transfer restriction period.
Categories and Number of Persons Covered3 directors of the Company (excluding outside directors), 50,500 shares; 7 executive officers of the Company, 35,300 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥198,455,400
Procedures under the Corporate Code of ConductThe Company obtained opinions from 3 outside directors who have no interests in the controlling shareholder that the transaction is not detrimental to minority shareholders. Directors with ties to the controlling shareholder did not participate in the resolution.
Impact on Business PerformanceThe specific impact on business performance was Not disclosed
Items this document does not state (12)
Estimated 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.

To provide an incentive to continuously enhance the corporate value of the Company Group and further promote shared value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MUGEN ESTATE Co.,Ltd. (3299) timely disclosure | Komori