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Share Issuance and Disposal5280Yoshicon Co.,Ltd.Real estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 87,527 treasury shares to 2 directors as restricted stock compensation. The disposal price is ¥2,285 per share, to be paid through an in-kind contribution of monetary compensation claims.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much87,527Shares

87,527 treasury shares

2 directors of the Company (excluding outside directors)87,527 shares

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

¥2,285 per share
Amount of funds to be raised

Total payment amount: ¥199,999,195; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥199,999,195 (annual compensation limit: no more than ¥200,000 thousand)
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
29 July 2026 to 28 July 2029 (3 years)
Conditions for lifting transfer restrictions
The allottee must continuously hold a position as a director of the Company or one of its subsidiaries from the start of the restricted period through the date of the first ordinary general meeting of shareholders of the Company held thereafter. In the event of retirement for a valid reason, the restrictions will be released in part according to the number of months in office.
Reason for acquisition without consideration
If the allottee retires from all positions as a director of the Company and its subsidiaries before the day preceding the date of the first ordinary general meeting of shareholders of the Company held thereafter, unless the Board of Directors recognizes a valid reason. In addition, if any shares remain subject to transfer restrictions when the restricted period expires. In the event of a reorganization or similar transaction, the Company will acquire without consideration any shares for which the restrictions have not been released as of the business day preceding the effective date.
Categories and Number of Persons Covered
2 directors of the Company, excluding outside directors; 87,527 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The restricted period runs from 29 July 2026 to 28 July 2029.
Payment date
29 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 13 July 2026 was ¥2,285. No discount or premium rate 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 of87,527 treasury shares
Issue price and disposal price¥2,285 per share
Amount of funds to be raisedTotal payment amount: ¥199,999,195; estimated net proceeds: Not disclosed
Payment date29 July 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 87,527 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any way. The restricted period runs from 29 July 2026 to 28 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 13 July 2026 was ¥2,285. No discount or premium rate is stated.
Transfer restriction period29 July 2026 to 28 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe allottee must continuously hold a position as a director of the Company or one of its subsidiaries from the start of the restricted period through the date of the first ordinary general meeting of shareholders of the Company held thereafter. In the event of retirement for a valid reason, the restrictions will be released in part according to the number of months in office.
Reason for acquisition without considerationIf the allottee retires from all positions as a director of the Company and its subsidiaries before the day preceding the date of the first ordinary general meeting of shareholders of the Company held thereafter, unless the Board of Directors recognizes a valid reason. In addition, if any shares remain subject to transfer restrictions when the restricted period expires. In the event of a reorganization or similar transaction, the Company will acquire without consideration any shares for which the restrictions have not been released as of the business day preceding the effective date.
Categories and Number of Persons Covered2 directors of the Company, excluding outside directors; 87,527 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥199,999,195 (annual compensation limit: no more than ¥200,000 thousand)
Items this document does not state (15)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yoshicon Co.,Ltd. (5280) timely disclosure | Komori