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Share Issuance and Disposal5906MK SEIKO CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 21,171 treasury shares to 5 directors excluding outside directors and 8 executive officers under the restricted stock compensation plan. The transfer restriction period will be 50 years, from 15 July 2026 to 14 July 2076.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much21,171Shares

21,171 common shares of the Company (treasury shares)

5 directors (excluding outside directors)15,875 shares
8 executive officers5,296 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.

¥756 per share
Total issue value

¥16,005,276

Amount of funds to be raised
Total payment amount: ¥16,005,276; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥16,005,276. The total annual amount of monetary compensation receivables granted to eligible directors is capped at ¥30,000 thousand.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
15 July 2026 to 14 July 2076 (50 years)
Conditions for lifting transfer restrictions
In principle, all transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible officer has continuously held a position as a director, audit & supervisory board member, executive officer or employee of the Company throughout the transfer restriction period. If the eligible officer retires or resigns due to death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for the number of shares calculated in accordance with the prescribed formula.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which it has been determined that the transfer restrictions will not be lifted, immediately after that determination. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
5 directors excluding outside directors: 15,875 shares; 8 executive officers: 5,296 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period is 50 years, from 15 July 2026 to 14 July 2076.
Payment date
15 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 15 June 2026 was ¥756. No discount or premium was applied.
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 of21,171 common shares of the Company (treasury shares)
Issue price and disposal price¥756 per share
Total issue value¥16,005,276
Amount of funds to be raisedTotal payment amount: ¥16,005,276; estimated net proceeds: Not disclosed
Payment date15 July 2026
Intended allotteeName 5 directors (excluding outside directors) / Number of Shares 15,875 shares, Name 8 executive officers / Number of Shares 5,296 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. The transfer restriction period is 50 years, from 15 July 2026 to 14 July 2076.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 15 June 2026 was ¥756. No discount or premium was applied.
Transfer restriction period15 July 2026 to 14 July 2076 (50 years)
Conditions for lifting transfer restrictionsIn principle, all transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible officer has continuously held a position as a director, audit & supervisory board member, executive officer or employee of the Company throughout the transfer restriction period. If the eligible officer retires or resigns due to death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted for the number of shares calculated in accordance with the prescribed formula.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which it has been determined that the transfer restrictions will not be lifted, immediately after that determination. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 directors excluding outside directors: 15,875 shares; 8 executive officers: 5,296 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥16,005,276. The total annual amount of monetary compensation receivables granted to eligible directors is capped at ¥30,000 thousand.
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.

To provide the eligible officers with an incentive to achieve sustained improvement in corporate value and further promote the sharing of value between the eligible officers and shareholders. The Company also considered the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible officer and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | MK SEIKO CO.,LTD. (5906) timely disclosure | Komori