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Share Issuance and Disposal3443KAWADA TECHNOLOGIES,INC.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 116,315 of its treasury shares as restricted stock compensation to 41 directors and executive officers of the Company's subsidiaries. The transfer restriction period is 30 years, and the restrictions will be lifted in accordance with certain reasons for retirement or resignation.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much116,315Shares

116,315 treasury shares

Directors of the Company's subsidiaries (excluding outside directors)17 / 75,201 shares
Executive officers of the Company's subsidiaries24 / 41,114 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.

¥1,277 per share
Total issue value

¥148,534,255

Amount of funds to be raised
Total payment amount: ¥148,534,255; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥148,534,255
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares)

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
30 years (24 July 2026 to 23 July 2056)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of a Company subsidiary or executive officer of a Company subsidiary who does not concurrently serve as a director during the transfer restriction period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. In the event of retirement or resignation upon expiry of the term of office, reaching the mandatory retirement age, or for another legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
The Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered
17 directors of the Company's subsidiaries, excluding outside directors, holding 75,201 shares; 24 executive officers of the Company's subsidiaries, holding 41,114 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period is the 30-year period from 24 July 2026 to 23 July 2056.
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 Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,277. No discount or premium was 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 of116,315 treasury shares
Issue price and disposal price¥1,277 per share
Total issue value¥148,534,255
Amount of funds to be raisedTotal payment amount: ¥148,534,255; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 17 / Number of Shares 75,201 shares, Name Executive officers of the Company's subsidiaries / Number of Employees 24 / Number of Shares 41,114 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period is the 30-year period from 24 July 2026 to 23 July 2056.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,277. No discount or premium was applied.
Transfer restriction period30 years (24 July 2026 to 23 July 2056)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of a Company subsidiary or executive officer of a Company subsidiary who does not concurrently serve as a director during the transfer restriction period, all transfer restrictions will be lifted upon expiry of the transfer restriction period. In the event of retirement or resignation upon expiry of the term of office, reaching the mandatory retirement age, or for another legitimate reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationThe Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period or at the time the transfer restrictions are lifted.
Categories and Number of Persons Covered17 directors of the Company's subsidiaries, excluding outside directors, holding 75,201 shares; 24 executive officers of the Company's subsidiaries, holding 41,114 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥148,534,255
Items this document does not state (12)
Estimated 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.

To provide incentives for the sustained enhancement of the corporate value of the Company's Group and to promote the sharing of profits with shareholders. The Company also took into account the purpose of the system, the scope of responsibilities of each eligible director and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KAWADA TECHNOLOGIES,INC. (3443) timely disclosure | Komori