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Share Issuance and Disposal5122OKAMOTO INDUSTRIES,INC.Automobiles and transportation equipment

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 9,949 treasury shares as restricted stock compensation for directors, executive officers and managerial employees. The recipients will make an in-kind contribution of monetary compensation receivables, and the total disposal value will be ¥52,928,680.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,949Shares

9,949 common shares (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 1,875 shares
The Company's executive officers who do not concurrently serve as directors11 / 4,455 shares
Managerial employees of the Company177 / 3,619 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.

¥5,320 per share
Total issue value

¥52,928,680

Total Stock-Based Compensation
Total monetary compensation receivables: ¥52,928,680
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 the payment date until the later of the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company, or 1 July 2027
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient continuously holds a position as a director, executive officer or employee of the Company from the date of the Company’s annual general meeting immediately preceding the payment date until the conclusion of the first subsequent annual general meeting. In the event of resignation or retirement for a valid reason, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without consideration
If the recipient resigns or retires from all positions as a director, executive officer or employee of the Company during the restriction period without a valid reason. If any shares remain subject to restrictions when the restrictions are scheduled to be lifted. If any shares remain subject to restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors, excluding Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 1,875 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 4,455 shares, Category Managerial employees / Number of Employees 177 / Number of allocated shares 3,619 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, donated during the holder’s lifetime, or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
24 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 25 June 2026, ¥5,320. No discount or premium.
Procedures under the Corporate Code of Conduct
Based on the recommendation of the Nomination and Compensation Committee. Other procedures are Not disclosed.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is 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 of9,949 common shares (treasury shares)
Issue price and disposal price¥5,320 per share
Total issue value¥52,928,680
Payment date24 July 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 1,875 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of Shares 4,455 shares, Name Managerial employees of the Company / Number of Employees 177 / Number of Shares 3,619 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, donated during the holder’s lifetime, or otherwise disposed of. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 25 June 2026, ¥5,320. No discount or premium.
Transfer restriction periodFrom the payment date until the later of the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company, or 1 July 2027
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restriction period, provided that the recipient continuously holds a position as a director, executive officer or employee of the Company from the date of the Company’s annual general meeting immediately preceding the payment date until the conclusion of the first subsequent annual general meeting. In the event of resignation or retirement for a valid reason, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without considerationIf the recipient resigns or retires from all positions as a director, executive officer or employee of the Company during the restriction period without a valid reason. If any shares remain subject to restrictions when the restrictions are scheduled to be lifted. If any shares remain subject to restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors, excluding Audit and Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 1,875 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 11 / Number of allocated shares 4,455 shares, Category Managerial employees / Number of Employees 177 / Number of allocated shares 3,619 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥52,928,680
Procedures under the Corporate Code of ConductBased on the recommendation of the Nomination and Compensation Committee. Other procedures are Not disclosed.
Impact on Business PerformanceThe impact of this disposal of treasury shares on business performance is not disclosed
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 to sustainably enhance corporate value and further align the interests of the recipients with those of shareholders. The Company also took into consideration the purpose of the plan, the scope of each recipient’s responsibilities and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | OKAMOTO INDUSTRIES,INC. (5122) timely disclosure | Komori