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Share Issuance and Disposal5368JAPAN INSULATION CO.,LTD.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 24,136 treasury shares as restricted stock to 4 directors and 5 executive officers. The disposal price is ¥917 per share, and the transfer restrictions will be lifted for the recipients subject to their remaining in office for a specified period.

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37Immaterial
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Direction
Neutral
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Scale
24136
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much24,136Shares

24,136 common shares of the Company (treasury shares)

4 of the Company's directors, excluding outside directors16,296 shares
5 executive officers of the Company (excluding executive officers concurrently serving as employees)7,840 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.

¥917 per share
Total issue value

¥22,132,712

Total Stock-Based Compensation
Total monetary compensation claims of ¥22,132,712
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 July 2026 (the payment date) until the date on which the recipient ceases to hold any position as an employee of the Company, including as a director or executive officer
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding a position as an employee of the Company, including as a director or executive officer, from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient ceases to hold such a position due to death, expiration of the term of office, mandatory retirement, expiration of the post-retirement reemployment period or another reason deemed justifiable by the Board of Directors, the number of shares corresponding to the period of service will be released from the transfer restrictions.
Reason for acquisition without consideration
If a recipient ceases to hold any position as an employee of the Company, including as a director or executive officer, for a reason other than death, expiration of the term of office, mandatory retirement, expiration of the post-retirement reemployment period or another reason deemed justifiable by the Board of Directors, the Company will acquire without consideration the shares other than those released from the transfer restrictions under the prescribed calculation method.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 16,296 shares, Category Executive officers (excluding directors who concurrently serve as employees) / Number of Employees 5 / Number of allocated shares 7,840 shares
Intended allottee's holding policy
Transfers, the creation of security interests and other dispositions will be prohibited from 24 July 2026 (the payment date) until the date on which the recipient ceases to hold any position as an employee of the Company, including as a director or executive officer.
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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥917. No discount or premium rate was stated.
Impact on Business Performance
No impact on business performance 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 of24,136 common shares of the Company (treasury shares)
Issue price and disposal price¥917 per share
Total issue value¥22,132,712
Payment date24 July 2026
Intended allotteeCategory 4 of the Company's directors, excluding outside directors / Number of Shares 16,296 shares, Category 5 executive officers of the Company (excluding executive officers concurrently serving as employees) / Number of Shares 7,840 shares
Intended allottee's holding policyTransfers, the creation of security interests and other dispositions will be prohibited from 24 July 2026 (the payment date) until the date on which the recipient ceases to hold any position as an employee of the Company, including as a director or executive officer.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥917. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 (the payment date) until the date on which the recipient ceases to hold any position as an employee of the Company, including as a director or executive officer
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding a position as an employee of the Company, including as a director or executive officer, from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the shares allocated under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the recipient ceases to hold such a position due to death, expiration of the term of office, mandatory retirement, expiration of the post-retirement reemployment period or another reason deemed justifiable by the Board of Directors, the number of shares corresponding to the period of service will be released from the transfer restrictions.
Reason for acquisition without considerationIf a recipient ceases to hold any position as an employee of the Company, including as a director or executive officer, for a reason other than death, expiration of the term of office, mandatory retirement, expiration of the post-retirement reemployment period or another reason deemed justifiable by the Board of Directors, the Company will acquire without consideration the shares other than those released from the transfer restrictions under the prescribed calculation method.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 16,296 shares, Category Executive officers (excluding directors who concurrently serve as employees) / Number of Employees 5 / Number of allocated shares 7,840 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥22,132,712
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (14)
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 RatioProcedures under the Corporate Code of ConductMost 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 further promote the sharing of value with shareholders and provide incentives to sustainably enhance the Company's corporate value. The Company also took into account the purpose of the plan, the Company's performance, the scope of each recipient's responsibilities and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | JAPAN INSULATION CO.,LTD. (5368) timely disclosure | Komori