Komori
Share Issuance and Disposal5076INFRONEER Holdings Inc.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to allocate 113,677 common shares of the Company through a disposal of treasury shares as restricted stock compensation to 102 directors and executive officers of the Company and its subsidiaries. The recipients may not transfer the shares until they cease to hold office, and the transfer restrictions will be lifted upon satisfaction of certain continued-service conditions.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Directors and executive officers of the Company: 22,745 shares; directors and executive officers of the Company's subsidiaries: 90,932 shares; total: 113,677 shares

The Company's directors1 person (excluding outside directors) / 5,157 shares
Executive officers of the Company6 people (excluding executive officers who also serve as directors) / 17,588 shares
Directors of subsidiaries of the Company12 / 17,285 shares
Executive officers of the Company's subsidiaries83 people / 73,647 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.

Directors and executive officers of the Company: no cash payment or contribution of property required (fair value of ¥2,792.5 per share); directors and executive officers of the Company's subsidiaries: ¥2,792.5 per share
Total issue value

Directors and executive officers of the Company: ¥63,515,415 (total fair value); directors and executive officers of the Company's subsidiaries: ¥253,927,627

Amount of funds to be raised
Directors and executive officers of the Company: both the total amount to be paid in and the estimated net proceeds: Not disclosed; directors and executive officers of the Company's subsidiaries: total amount to be paid in: ¥253,927,627; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables to be paid to directors and executive officers of the Company's subsidiaries: ¥253,927,627. For directors and executive officers of the Company: Not disclosed.
発行済株式総数

0.04% (voting rights ratio)

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
From 22 July 2026 (the allocation date or payment date) until the date on which the recipient ceases to serve as a director, executive officer or officer of the Company or its subsidiaries
Conditions for lifting transfer restrictions
Each eligible officer must continuously hold the position of director, executive officer or officer of the Company or its subsidiaries throughout the applicable service period corresponding to the recipient's position. If the recipient ceases to hold office due to death or another reason deemed justifiable by the Compensation Committee, the restrictions on the number of shares corresponding to the recipient's months in office will be lifted on the day following the date on which the recipient ceases to hold office.
Reason for acquisition without consideration
At the end of the transfer restriction period or on the day following the date on which the recipient ceases to hold office, the Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted. If the financial statements are revised due to material accounting misconduct or other reasons, or a material violation of laws or internal regulations by an eligible officer is identified, the shares will be returned without consideration under the clawback provision.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 1 / Number of allocated shares 5,157 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 17,588 shares, Category Directors of subsidiaries of the Company / Number of Employees 12 / Number of allocated shares 17,285 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 83 people / Number of allocated shares 73,647 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 runs from 22 July 2026 until the date on which the recipient ceases to serve as a director, executive officer or officer of the Company or its subsidiaries.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,792.5. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The grant was approved at the Compensation Committee meeting held on 23 June 2026, and the disposal of treasury shares was resolved at the Board of Directors meeting held on the same day. Obtaining an independent third-party opinion and confirming shareholder intent are Not disclosed.
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 ofDirectors and executive officers of the Company: 22,745 shares; directors and executive officers of the Company's subsidiaries: 90,932 shares; total: 113,677 shares
Issue price and disposal priceDirectors and executive officers of the Company: no cash payment or contribution of property required (fair value of ¥2,792.5 per share); directors and executive officers of the Company's subsidiaries: ¥2,792.5 per share
Total issue valueDirectors and executive officers of the Company: ¥63,515,415 (total fair value); directors and executive officers of the Company's subsidiaries: ¥253,927,627
Amount of funds to be raisedDirectors and executive officers of the Company: both the total amount to be paid in and the estimated net proceeds: Not disclosed; directors and executive officers of the Company's subsidiaries: total amount to be paid in: ¥253,927,627; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeCategory The Company's directors / Number of Employees 1 person (excluding outside directors) / Number of Shares 5,157 shares, Category Executive officers of the Company / Number of Employees 6 people (excluding executive officers who also serve as directors) / Number of Shares 17,588 shares, Category Directors of subsidiaries of the Company / Number of Employees 12 / Number of Shares 17,285 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 83 people / Number of Shares 73,647 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 runs from 22 July 2026 until the date on which the recipient ceases to serve as a director, executive officer or officer of the Company or its subsidiaries.
Dilution Rate0.04% (voting rights ratio)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,792.5. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 22 July 2026 (the allocation date or payment date) until the date on which the recipient ceases to serve as a director, executive officer or officer of the Company or its subsidiaries
Conditions for lifting transfer restrictionsEach eligible officer must continuously hold the position of director, executive officer or officer of the Company or its subsidiaries throughout the applicable service period corresponding to the recipient's position. If the recipient ceases to hold office due to death or another reason deemed justifiable by the Compensation Committee, the restrictions on the number of shares corresponding to the recipient's months in office will be lifted on the day following the date on which the recipient ceases to hold office.
Reason for acquisition without considerationAt the end of the transfer restriction period or on the day following the date on which the recipient ceases to hold office, the Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been lifted. If the financial statements are revised due to material accounting misconduct or other reasons, or a material violation of laws or internal regulations by an eligible officer is identified, the shares will be returned without consideration under the clawback provision.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 1 / Number of allocated shares 5,157 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 17,588 shares, Category Directors of subsidiaries of the Company / Number of Employees 12 / Number of allocated shares 17,285 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 83 people / Number of allocated shares 73,647 shares
Total Stock-Based CompensationTotal monetary compensation receivables to be paid to directors and executive officers of the Company's subsidiaries: ¥253,927,627. For directors and executive officers of the Company: Not disclosed.
Procedures under the Corporate Code of ConductThe grant was approved at the Compensation Committee meeting held on 23 June 2026, and the disposal of treasury shares was resolved at the Board of Directors meeting held on the same day. Obtaining an independent third-party opinion and confirming shareholder intent are Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 for the sustainable enhancement of the Company's group-wide medium- to long-term corporate value and shareholder value, and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | INFRONEER Holdings Inc. (5076) timely disclosure | Komori