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Share Issuance and Disposal5929Sanwa Holdings CorporationConstruction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to allot 35,701 treasury shares it holds to 5 directors and 12 executive officers of its subsidiary as restricted stock compensation. The payment date is 28 April 2026.

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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much35,701Shares

35,701 common shares of the Company (treasury shares)

Directors of subsidiaries of the Company5 / 14,870 shares
Executive officers of the Company's subsidiaries12 / 20,831 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.

¥3,537 per share
Total issue value

¥126,274,437

Total Stock-Based Compensation
Total monetary compensation receivables of ¥126,274,437
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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 28 April 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company or Sanwa Shutter Corporation.
Conditions for lifting transfer restrictions
Provided that the holder continuously holds either the position of director or executive officer of the Company or Sanwa Shutter Corporation from 28 April 2026 through 1 July 2027, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the holder ceases to hold the position due to death, expiration of the term of office, resignation or another reason deemed legitimate by the Company's Board of Directors, a portion of the restrictions will be released in proportion to the number of months of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed point specified in the allotment agreement, the Bank will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons Covered
Category Directors of subsidiaries of the Company / Number of Employees 5 / Number of allocated shares 14,870 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 12 / Number of allocated shares 20,831 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from 28 April 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company or Sanwa Shutter Corporation.
Payment date
28 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 31 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,537. No discount or premium applies.
Impact on Business Performance
No impact of this disposal of treasury shares on the Company's financial results is disclosed.
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 of35,701 common shares of the Company (treasury shares)
Issue price and disposal price¥3,537 per share
Total issue value¥126,274,437
Payment date28 April 2026
Intended allotteeCategory Directors of subsidiaries of the Company / Number of Employees 5 / Number of Shares 14,870 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 12 / Number of Shares 20,831 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from 28 April 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company or Sanwa Shutter Corporation.
Dilution RateNot applicable (disposal of treasury shares only)
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 31 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,537. No discount or premium applies.
Transfer restriction periodFrom 28 April 2026 until the date on which the holder ceases to hold either the position of director or executive officer of the Company or Sanwa Shutter Corporation.
Conditions for lifting transfer restrictionsProvided that the holder continuously holds either the position of director or executive officer of the Company or Sanwa Shutter Corporation from 28 April 2026 through 1 July 2027, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the holder ceases to hold the position due to death, expiration of the term of office, resignation or another reason deemed legitimate by the Company's Board of Directors, a portion of the restrictions will be released in proportion to the number of months of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed point specified in the allotment agreement, the Bank will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons CoveredCategory Directors of subsidiaries of the Company / Number of Employees 5 / Number of allocated shares 14,870 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 12 / Number of allocated shares 20,831 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥126,274,437
Impact on Business PerformanceNo impact of this disposal of treasury shares on the Company's financial results is disclosed.
Items this document does not state (12)
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 offering

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 enhance the motivation of the directors and executive officers of Sanwa Shutter Corporation to achieve sustained growth in the corporate value of the Company Group and to further promote the sharing of value with shareholders, among other objectives.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Sanwa Holdings Corporation (5929) timely disclosure | Komori