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Share Issuance and Disposal3479TKP CorporationReal estate

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 30,600 common shares to 3 directors as restricted stock compensation. The shares will be allotted on 29 June 2026, and the transfer restrictions will be lifted subject to conditions including continuous service for a specified period.

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Neutral
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Scale
30600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much30,600Shares

30,600 common shares (new shares)

3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 30,600 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,628 per share
Total issue value

¥49,816,800

Total Stock-Based Compensation
¥49,816,800 (total amount based on the fair value per common share)
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 29 June 2026 to 1 July 2029
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company during the transfer restriction period, all of the allotted shares will be released from the transfer restrictions on the expiration date of the period. If the recipient loses the position due to expiration of the term of office, death or another reason deemed justifiable by the Board of Directors, some or all of the shares will be released based on a prescribed calculation.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, or immediately after the recipient loses the position of director during the period, the Company will acquire without consideration any allotted shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered
3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 30,600 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period is from 29 June 2026 to 1 July 2029.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 28 May 2026, ¥1,628. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from all disinterested directors who are Audit and Supervisory Committee members that the transaction would not disadvantage minority shareholders. Kono Takaki (河野貴輝), a specially interested party, did not participate in the deliberations or resolution.
Impact on Business Performance
The issuance is expected to provide a new incentive to the eligible directors, promote value sharing with shareholders and expand corporate value.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of30,600 common shares (new shares)
Issue price and disposal price¥1,628 per share
Total issue value¥49,816,800
Intended allottee3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 30,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The transfer restriction period is from 29 June 2026 to 1 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 28 May 2026, ¥1,628. No discount or premium applies.
Transfer restriction periodFrom 29 June 2026 to 1 July 2029
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company during the transfer restriction period, all of the allotted shares will be released from the transfer restrictions on the expiration date of the period. If the recipient loses the position due to expiration of the term of office, death or another reason deemed justifiable by the Board of Directors, some or all of the shares will be released based on a prescribed calculation.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, or immediately after the recipient loses the position of director during the period, the Company will acquire without consideration any allotted shares that remain subject to the transfer restrictions.
Categories and Number of Persons Covered3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 30,600 shares
Total Stock-Based Compensation¥49,816,800 (total amount based on the fair value per common share)
Procedures under the Corporate Code of ConductThe Company obtained opinions from all disinterested directors who are Audit and Supervisory Committee members that the transaction would not disadvantage minority shareholders. Kono Takaki (河野貴輝), a specially interested party, did not participate in the deliberations or resolution.
Impact on Business PerformanceThe issuance is expected to provide a new incentive to the eligible directors, promote value sharing with shareholders and expand corporate value.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution 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 the eligible directors with an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | TKP Corporation (3479) timely disclosure | Komori