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Share Issuance and Disposal5698ENVIPRO HOLDINGS Inc.Iron and nonferrous metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 50,203 of its treasury shares to 33 recipients as restricted stock compensation. The recipients will contribute monetary compensation receivables of ¥37,200,423 in kind, and the transfer restriction period will generally be 30 years.

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Direction
Neutral
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Scale
50203
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much50,203Shares

50,203 common shares of the Company (treasury shares)

The Company's directors (excluding directors who are Audit & Supervisory Committee members)7 / 20,620 shares
Directors serving as Audit and Supervisory Committee members3 / 3,539 shares
Employees of the Company (including executive officers)8 independent officers / 9,648 shares
Directors of subsidiaries of the Company10 / 11,701 shares
Employees of the Company’s subsidiaries (including executive officers)5 / 4,695 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.

¥741 per share
Total issue value

¥37,200,423

Amount of funds to be raised
Total payment amount: ¥37,200,423; estimated net proceeds after deductions: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥37,200,423. The annual limits under the plan are up to ¥25 million for the Company’s directors (excluding directors who are Audit & Supervisory Committee members), including up to ¥5 million for outside directors, and up to ¥5 million for directors who are Audit & Supervisory Committee members.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
28 October 2026 to 27 October 2056 (30 years)
Conditions for lifting transfer restrictions
In principle, all restrictions will be lifted when the transfer restriction period expires, provided that the recipient has continuously held the prescribed position throughout the period. In the event of death, expiration of the term of office, mandatory retirement or retirement or resignation for another legitimate reason, restrictions will be lifted on the number of shares corresponding to the recipient’s months in office. In the event of a reorganization or similar transaction, restrictions will also be lifted on the prescribed percentage of shares.
Reason for acquisition without consideration
If it is determined that the transfer restrictions will not be lifted, the Company will automatically acquire, without consideration, the shares whose transfer restrictions will not be lifted. In the event of a reorganization or similar transaction, the Company will also acquire, without consideration, the shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Employees 7 / Number of allocated shares 20,620 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,539 shares, Category Employees of the Company (including executive officers) / Number of Employees 8 independent officers / Number of allocated shares 9,648 shares, Category Directors of subsidiaries of the Company / Number of Employees 10 / Number of allocated shares 11,701 shares, Category Employees of the Company’s subsidiaries (including executive officers) / Number of Employees 5 / Number of allocated shares 4,695 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period is from 28 October 2026 to 27 October 2056.
Payment date
28 October 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on 28 September 2026 was ¥741. No discount or premium.
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 of50,203 common shares of the Company (treasury shares)
Issue price and disposal price¥741 per share
Total issue value¥37,200,423
Amount of funds to be raisedTotal payment amount: ¥37,200,423; estimated net proceeds after deductions: Not disclosed
Payment date28 October 2026
Intended allotteeName The Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Employees 7 / Number of Shares 20,620 shares, Name Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 3,539 shares, Name Employees of the Company (including executive officers) / Number of Employees 8 independent officers / Number of Shares 9,648 shares, Name Directors of subsidiaries of the Company / Number of Employees 10 / Number of Shares 11,701 shares, Name Employees of the Company’s subsidiaries (including executive officers) / Number of Employees 5 / Number of Shares 4,695 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period is from 28 October 2026 to 27 October 2056.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on 28 September 2026 was ¥741. No discount or premium.
Transfer restriction period28 October 2026 to 27 October 2056 (30 years)
Conditions for lifting transfer restrictionsIn principle, all restrictions will be lifted when the transfer restriction period expires, provided that the recipient has continuously held the prescribed position throughout the period. In the event of death, expiration of the term of office, mandatory retirement or retirement or resignation for another legitimate reason, restrictions will be lifted on the number of shares corresponding to the recipient’s months in office. In the event of a reorganization or similar transaction, restrictions will also be lifted on the prescribed percentage of shares.
Reason for acquisition without considerationIf it is determined that the transfer restrictions will not be lifted, the Company will automatically acquire, without consideration, the shares whose transfer restrictions will not be lifted. In the event of a reorganization or similar transaction, the Company will also acquire, without consideration, the shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee members) / Number of Employees 7 / Number of allocated shares 20,620 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,539 shares, Category Employees of the Company (including executive officers) / Number of Employees 8 independent officers / Number of allocated shares 9,648 shares, Category Directors of subsidiaries of the Company / Number of Employees 10 / Number of allocated shares 11,701 shares, Category Employees of the Company’s subsidiaries (including executive officers) / Number of Employees 5 / Number of allocated shares 4,695 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥37,200,423. The annual limits under the plan are up to ¥25 million for the Company’s directors (excluding directors who are Audit & Supervisory Committee members), including up to ¥5 million for outside directors, and up to ¥5 million for directors who are Audit & Supervisory Committee members.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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.

In consideration of the performance of the Company and its subsidiaries, the scope of each recipient’s responsibilities and other relevant circumstances, with the aim of providing incentives to enhance corporate value, which is the purpose of introducing this plan, and sharing interests with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ENVIPRO HOLDINGS Inc. (5698) timely disclosure | Komori