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Share Issuance and Disposal4674CRESCO LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees of the Company and Directors of the Company's Subsidiary

The Company resolved to dispose of 34,703 treasury shares as restricted stock compensation to a total of 38 people, comprising directors and employees serving as executive officers of the Company and directors of its subsidiaries. The transfer restrictions will apply for 30 years to the eligible directors and employees and for 3 years to the directors of the subsidiaries.

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34703
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,703Shares

34,703 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)6,723 shares
11 employees of the Company serving as executive officers9,025 shares
24 directors of the Company's subsidiaries18,955 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.

¥1,539 per share
Total issue value

¥53,407,917

Amount of funds to be raised
Total payment amount: ¥53,407,917; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥53,407,917
発行済株式総数

The total number of issued shares will not increase because 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
Eligible directors and employees: from 7 August 2026 through 6 August 2056 (30 years). Eligible directors of subsidiaries: from 7 August 2026 through 6 August 2029 (3 years).
Conditions for lifting transfer restrictions
Provided that the recipient remains continuously in the relevant position throughout the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiry of the transfer restriction period. In the event of retirement from office or employment upon expiry of the recipient's term of office, for another legitimate reason, or due to death, some or all of the restrictions will be released in accordance with the prescribed calculation method.
Reason for acquisition without consideration
The Company will acquire for no consideration any allotted shares that remain subject to transfer restrictions upon expiry of the transfer restriction period or at the time the transfer restrictions are released. In the event of a corporate reorganization or similar event, the Company will also acquire for no consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
3 directors of the Company: 6,723 shares; 11 employees of the Company serving as executive officers: 9,025 shares; 24 directors of the Company's subsidiaries: 18,955 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Payment date
7 August 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 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,539. No discount or premium was 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 of34,703 common shares of the Company (treasury shares)
Issue price and disposal price¥1,539 per share
Total issue value¥53,407,917
Amount of funds to be raisedTotal payment amount: ¥53,407,917; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 3 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 6,723 shares, Name 11 employees of the Company serving as executive officers / Number of Shares 9,025 shares, Name 24 directors of the Company's subsidiaries / Number of Shares 18,955 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral, or otherwise disposed of.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,539. No discount or premium was stated.
Transfer restriction periodEligible directors and employees: from 7 August 2026 through 6 August 2056 (30 years). Eligible directors of subsidiaries: from 7 August 2026 through 6 August 2029 (3 years).
Conditions for lifting transfer restrictionsProvided that the recipient remains continuously in the relevant position throughout the transfer restriction period, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiry of the transfer restriction period. In the event of retirement from office or employment upon expiry of the recipient's term of office, for another legitimate reason, or due to death, some or all of the restrictions will be released in accordance with the prescribed calculation method.
Reason for acquisition without considerationThe Company will acquire for no consideration any allotted shares that remain subject to transfer restrictions upon expiry of the transfer restriction period or at the time the transfer restrictions are released. In the event of a corporate reorganization or similar event, the Company will also acquire for no consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered3 directors of the Company: 6,723 shares; 11 employees of the Company serving as executive officers: 9,025 shares; 24 directors of the Company's subsidiaries: 18,955 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥53,407,917
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive to achieve sustained enhancement of the corporate value of the corporate group comprising the Company and its affiliated companies, and to promote the sharing of value with shareholders. The measure is also intended to further increase the motivation of the eligible directors and other recipients.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees of the Company and Directors of the Company's Subsidiary | CRESCO LTD. (4674) timely disclosure | Komori