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Share Issuance and Disposal5714DOWA HOLDINGS CO.,LTD.Iron & Steel, Nonferrous Metals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company will dispose of 11,743 treasury shares as restricted stock compensation to directors, excluding outside directors, and executive officers. The recipients may not transfer or otherwise dispose of the shares until they leave office.

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Neutral
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Scale
11743
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,743Shares

11,743 common shares of the Company (treasury shares)

6 directors, excluding outside directors7,592 shares
7 executive officers4,151 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.

¥8,425 per share
Total issue value

¥98,934,775

Total Stock-Based Compensation
Total monetary remuneration claims of ¥98,934,775 (to be granted to the eligible directors and executive officers)
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 3 August 2026 until the date the recipient leaves office
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipient director or executive officer leaves office for a reason deemed legitimate by the Company’s Board of Directors. In the event of a reorganization or similar transaction, the restrictions will be lifted on a number of shares reasonably determined by the Company before the effective date.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period. If a recipient leaves office during the period of service, the Company will acquire without consideration the number of shares corresponding to the remaining period. The Company will also acquire all or part of the shares without consideration if any specified event, including misconduct, occurs.
Categories and Number of Persons Covered
6 directors, excluding outside directors, and 7,592 shares; 7 executive officers and 4,151 shares
Intended allottee's holding policy
The transfer restriction period runs from 3 August 2026 until the date the recipient leaves office. During this period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
3 August 2026
Basis for determining the amount to be paid
The closing price of ¥8,425 on the business day immediately preceding the date of the Board of Directors’ resolution. No discount or premium rate was 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 of11,743 common shares of the Company (treasury shares)
Issue price and disposal price¥8,425 per share
Total issue value¥98,934,775
Payment date3 August 2026
Intended allotteeName 6 directors, excluding outside directors / Number of Shares 7,592 shares, Name 7 executive officers / Number of Shares 4,151 shares
Intended allottee's holding policyThe transfer restriction period runs from 3 August 2026 until the date the recipient leaves office. During this period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of ¥8,425 on the business day immediately preceding the date of the Board of Directors’ resolution. No discount or premium rate was stated.
Transfer restriction periodFrom 3 August 2026 until the date the recipient leaves office
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the recipient director or executive officer leaves office for a reason deemed legitimate by the Company’s Board of Directors. In the event of a reorganization or similar transaction, the restrictions will be lifted on a number of shares reasonably determined by the Company before the effective date.
Reason for acquisition without considerationThe Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiry of the transfer restriction period. If a recipient leaves office during the period of service, the Company will acquire without consideration the number of shares corresponding to the remaining period. The Company will also acquire all or part of the shares without consideration if any specified event, including misconduct, occurs.
Categories and Number of Persons Covered6 directors, excluding outside directors, and 7,592 shares; 7 executive officers and 4,151 shares
Total Stock-Based CompensationTotal monetary remuneration claims of ¥98,934,775 (to be granted to the eligible directors and executive officers)
Items this document does not state (15)
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 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 provide an incentive to achieve sustained growth in corporate value and promote the sharing of value between directors and shareholders. The Company also took into account its performance, the scope of each eligible director’s responsibilities and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DOWA HOLDINGS CO.,LTD. (5714) timely disclosure | Komori