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Share Issuance and Disposal5451YODOKO,Ltd.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 47,800 treasury shares held by the Company as restricted stock compensation for its directors and executive officers. The payment date is 27 July 2026.

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47800
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much47,800Shares

47,800 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding outside directors)4 / 21,500 shares
The Company's executive officers13 / 26,300 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.

¥1,319 per share
Total issue value

¥63,048,200

Total Stock-Based Compensation
Total monetary compensation claims of ¥63,048,200. The total amount of monetary compensation claims relating to restricted stock compensation for eligible directors is capped at ¥35 million per year.
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 27 July 2026 until the date on which the eligible recipient retires from both the position of director and the position of executive officer of the Company. However, if the retirement date is on or before 30 June 2027, the period will continue until 1 July 2027.
Conditions for lifting transfer restrictions
Provided that the eligible recipient continuously holds either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after the start of the transfer restriction period (or, for executive officers, through the first fiscal year-end thereafter), all transfer restrictions on the recipient's allocated shares held at the end of the period will be lifted. If the recipient retires for a justifiable reason, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient retires from both the position of director and the position of executive officer before the prescribed reference date without a justifiable reason, or if any shares remain subject to transfer restrictions at the end of the period, the Company will acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Stock Split RatioOn 1 July 2025, 5 shares for each common share
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 21,500 shares; 13 executive officers of the Company, 26,300 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in an account at SMBC Nikko Securities Inc.
Payment date
27 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, ¥1,319. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 22 June 2021, approval was obtained for the restricted stock compensation plan, the cap on compensation claims, the cap on the number of shares, the transfer restriction period and other matters.
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 of47,800 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,319 per share
Total issue value¥63,048,200
Payment date27 July 2026
Intended allotteeName Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 21,500 shares, Name The Company's executive officers / Number of Employees 13 / Number of Shares 26,300 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in an account at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, ¥1,319. No discount or premium is stated.
Transfer restriction periodFrom 27 July 2026 until the date on which the eligible recipient retires from both the position of director and the position of executive officer of the Company. However, if the retirement date is on or before 30 June 2027, the period will continue until 1 July 2027.
Conditions for lifting transfer restrictionsProvided that the eligible recipient continuously holds either the position of director or executive officer of the Company through the date of the first annual general meeting of shareholders held after the start of the transfer restriction period (or, for executive officers, through the first fiscal year-end thereafter), all transfer restrictions on the recipient's allocated shares held at the end of the period will be lifted. If the recipient retires for a justifiable reason, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient retires from both the position of director and the position of executive officer before the prescribed reference date without a justifiable reason, or if any shares remain subject to transfer restrictions at the end of the period, the Company will acquire those shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 21,500 shares; 13 executive officers of the Company, 26,300 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥63,048,200. The total amount of monetary compensation claims relating to restricted stock compensation for eligible directors is capped at ¥35 million per year.
Stock Split RatioOn 1 July 2025, 5 shares for each common share
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 22 June 2021, approval was obtained for the restricted stock compensation plan, the cap on compensation claims, the cap on the number of shares, the transfer restriction period and other matters.
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 underwriterOverallotmentMost 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 enable the eligible directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value. The shares will also be delivered to executive officers as restricted stock compensation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | YODOKO,Ltd. (5451) timely disclosure | Komori