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Share Issuance and Disposal4013Kinjiro Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 37,472 treasury shares to 6 directors as restricted stock compensation. The disposal price is ¥633 per share, for a total of ¥23,719,776.

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Neutral
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Scale
37472
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much37,472Shares

37,472 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 37,472 shares

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

¥633 per share
Total issue value

¥23,719,776

Amount of funds to be raised
No cash will be raised, as monetary receivables totaling ¥23,719,776 will be contributed in kind. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables of ¥23,719,776. The annual compensation limit is ¥100,000 thousand or less.
発行済株式総数

No increase, as 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
From 24 April 2026 until immediately after the eligible director resigns or retires from the applicable position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the following positions during the applicable service period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, employee, adviser, counselor or any other equivalent position. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the restricted transfer period or otherwise meets any of the specified conditions set out in the allotment agreement. In addition, if any shares remain subject to the restrictions when the restricted transfer period expires or when the recipient resigns or retires for a legitimate reason.
Categories and Number of Persons Covered
6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 37,472 shares
Intended allottee's holding policy
During the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. The restrictions will be lifted immediately after the eligible director resigns or retires from the applicable position or otherwise at the relevant time.
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 Growth Market on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥633. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 44th Annual General Meeting of Shareholders held on 19 March 2025, approval was obtained for the payment of monetary receivables under the Plan and for the issuance or disposal of up to 100,000 shares of common stock per year, among other matters.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is 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 of37,472 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥633 per share
Total issue value¥23,719,776
Amount of funds to be raisedNo cash will be raised, as monetary receivables totaling ¥23,719,776 will be contributed in kind. Estimated net proceeds: Not disclosed
Payment date24 April 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 37,472 shares
Intended allottee's holding policyDuring the restricted transfer period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any way. The restrictions will be lifted immediately after the eligible director resigns or retires from the applicable position or otherwise at the relevant time.
Total number of issued sharesNo increase, as 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 Growth Market on 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥633. No discount or premium was stated.
Transfer restriction periodFrom 24 April 2026 until immediately after the eligible director resigns or retires from the applicable position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the following positions during the applicable service period: director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, employee, adviser, counselor or any other equivalent position. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the restricted transfer period or otherwise meets any of the specified conditions set out in the allotment agreement. In addition, if any shares remain subject to the restrictions when the restricted transfer period expires or when the recipient resigns or retires for a legitimate reason.
Categories and Number of Persons Covered6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 37,472 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥23,719,776. The annual compensation limit is ¥100,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 44th Annual General Meeting of Shareholders held on 19 March 2025, approval was obtained for the payment of monetary receivables under the Plan and for the issuance or disposal of up to 100,000 shares of common stock per year, among other matters.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 the Company's corporate value and promote greater sharing of value with shareholders. In this disposal, the Company also took into account the purpose of the Plan, the Company's business performance, the scope of responsibilities of each eligible director and other relevant circumstances, with the aim of further enhancing the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Kinjiro Co.,Ltd. (4013) timely disclosure | Komori