Komori
Share Issuance and Disposal3452B-Lot Company LimitedReal Estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to allocate 320,000 treasury shares as restricted stock compensation to directors, executive officers, employees and directors of subsidiaries. The total disposal value is ¥467,200,000, and the shares will be subject to transfer restrictions for 3 or 30 years.

Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
467200000
¥
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much320,000Shares

320,000 common shares of the company (treasury shares)

4 directors of the company (excluding directors who are Audit & Supervisory Committee members)260,000 shares
4 executive officers of the Company40,000 shares
54 of the Company's employees18,500 shares
2 directors of subsidiaries of the Company1,500 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.

¥1,460 per share
Total issue value

¥467,200,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥467,200,000. The annual compensation limit for directors (excluding directors who are Audit & Supervisory Committee members) is ¥2 billion, and the annual limit for directors who are Audit & Supervisory Committee members is ¥60 million.
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
Restricted Stock I: from 17 April 2026 to 16 April 2056 (30 years); Restricted Stock II and III: from 17 April 2026 to 16 April 2029 (3 years)
Conditions for lifting transfer restrictions
For Restricted Stock I, the relevant recipients must continuously hold the position of director or executive officer of the company until the end of their term. For Restricted Stock II, the relevant recipients must continuously hold the position of director of the company or one of its subsidiaries throughout the period. For Restricted Stock III, the relevant recipients must continuously remain employees of the company throughout the period. In the event of retirement or resignation for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office or employment.
Reason for acquisition without consideration
If, during the transfer restriction period, a relevant director or executive officer resigns from the applicable position without a valid reason, a relevant director resigns from the applicable directorship, or a relevant employee leaves the company. If any shares remain subject to restrictions when the transfer restriction period expires. If any shares remain subject to restrictions and are not released in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
4 directors of the company (excluding directors who are Audit & Supervisory Committee members) — 260,000 shares; 4 executive officers of the company — 40,000 shares; 54 employees of the company — 18,500 shares; 2 directors of the company’s subsidiaries — 1,500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. They will be held and maintained in accounts opened with SMBC Nikko Securities until the transfer restrictions are lifted.
Payment date
17 April 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on 1 April 2026, ¥1,460. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The company will file an extraordinary report under the Financial Instruments and Exchange Act. Shareholder approval has already been obtained for the restricted stock compensation plan and the applicable compensation limits.
Impact on Business Performance
No impact on business performance stated
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 of320,000 common shares of the company (treasury shares)
Issue price and disposal price¥1,460 per share
Total issue value¥467,200,000
Payment date17 April 2026
Intended allotteeCategory 4 directors of the company (excluding directors who are Audit & Supervisory Committee members) / Number of Shares 260,000 shares, Category 4 executive officers of the Company / Number of Shares 40,000 shares, Category 54 of the Company's employees / Number of Shares 18,500 shares, Category 2 directors of subsidiaries of the Company / Number of Shares 1,500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, made subject to a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. They will be held and maintained in accounts opened with SMBC Nikko Securities until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the company’s common shares on the Tokyo Stock Exchange on 1 April 2026, ¥1,460. No discount or premium applies.
Transfer restriction periodRestricted Stock I: from 17 April 2026 to 16 April 2056 (30 years); Restricted Stock II and III: from 17 April 2026 to 16 April 2029 (3 years)
Conditions for lifting transfer restrictionsFor Restricted Stock I, the relevant recipients must continuously hold the position of director or executive officer of the company until the end of their term. For Restricted Stock II, the relevant recipients must continuously hold the position of director of the company or one of its subsidiaries throughout the period. For Restricted Stock III, the relevant recipients must continuously remain employees of the company throughout the period. In the event of retirement or resignation for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office or employment.
Reason for acquisition without considerationIf, during the transfer restriction period, a relevant director or executive officer resigns from the applicable position without a valid reason, a relevant director resigns from the applicable directorship, or a relevant employee leaves the company. If any shares remain subject to restrictions when the transfer restriction period expires. If any shares remain subject to restrictions and are not released in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered4 directors of the company (excluding directors who are Audit & Supervisory Committee members) — 260,000 shares; 4 executive officers of the company — 40,000 shares; 54 employees of the company — 18,500 shares; 2 directors of the company’s subsidiaries — 1,500 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥467,200,000. The annual compensation limit for directors (excluding directors who are Audit & Supervisory Committee members) is ¥2 billion, and the annual limit for directors who are Audit & Supervisory Committee members is ¥60 million.
Procedures under the Corporate Code of ConductThe company will file an extraordinary report under the Financial Instruments and Exchange Act. Shareholder approval has already been obtained for the restricted stock compensation plan and the applicable compensation limits.
Impact on Business PerformanceNo impact on business performance stated
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 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 for the sustained enhancement of corporate value, share the benefits and risks of share price fluctuations with shareholders, and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | B-Lot Company Limited (3452) timely disclosure | Komori