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Share Issuance and Disposal5915KOMAIHALTEC Inc.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 4,842 treasury shares as restricted stock compensation to 4 directors and 10 executive officers. The disposal date is 24 July 2026, and the shares will be subject to a 3-year transfer restriction.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,842Shares

4,842 treasury shares

4 of the Company's directors, excluding outside directors2,222 shares
10 executive officers of the Company2,620 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.

¥2,361 per share
Total issue value

¥11,431,962

Total Stock-Based Compensation
Total monetary compensation receivables of ¥11,431,962. The previously approved compensation limit is ¥50 million per year.
発行済株式総数

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

As this is a disposal of treasury shares, no dilution rate resulting from an increase in the total number of shares issued has been stated.

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictions
In principle, the recipient must continuously hold one of the positions of director, chairperson, adviser, consultant or executive officer from the start of the transfer restriction period through the first annual general meeting of shareholders held thereafter. If the recipient leaves the position for a justifiable reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If the recipient leaves an eligible position without a justifiable reason by the day preceding the first annual general meeting of shareholders held thereafter, or if any shares remain subject to restrictions when the transfer restriction period expires. The Company will also acquire without consideration any shares that remain subject to restrictions in the event of a corporate reorganization.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 2,222 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 2,620 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, used to establish a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The holding policy after the transfer restrictions are lifted is Not disclosed.
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 25 June 2026, ¥2,361. No discount or premium applies.
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 of4,842 treasury shares
Issue price and disposal price¥2,361 per share
Total issue value¥11,431,962
Payment date24 July 2026
Intended allotteeCategory 4 of the Company's directors, excluding outside directors / Number of Shares 2,222 shares, Category 10 executive officers of the Company / Number of Shares 2,620 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, used to establish a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The holding policy after the transfer restrictions are lifted is Not disclosed.
Dilution RateAs this is a disposal of treasury shares, no dilution rate resulting from an increase in the total number of shares issued has been stated.
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 25 June 2026, ¥2,361. No discount or premium applies.
Transfer restriction periodFrom 24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictionsIn principle, the recipient must continuously hold one of the positions of director, chairperson, adviser, consultant or executive officer from the start of the transfer restriction period through the first annual general meeting of shareholders held thereafter. If the recipient leaves the position for a justifiable reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf the recipient leaves an eligible position without a justifiable reason by the day preceding the first annual general meeting of shareholders held thereafter, or if any shares remain subject to restrictions when the transfer restriction period expires. The Company will also acquire without consideration any shares that remain subject to restrictions in the event of a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares 2,222 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 2,620 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥11,431,962. The previously approved compensation limit is ¥50 million per year.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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 enable directors and executive officers to share with shareholders both the benefits and risks of fluctuations in the share price, and to increase their incentive to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOMAIHALTEC Inc. (5915) timely disclosure | Komori