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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 dispose of 53,373 treasury shares as restricted stock compensation for its directors and executive employees of its subsidiaries. The payment date is 17 July 2026, and the disposal price is ¥3,660 per share.

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53373
Shares
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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 much53,373Shares

53,373 common shares of the Company (treasury shares)

Directors of the Company (excluding part-time directors, outside directors and directors serving as Audit and Supervisory Committee members)3 / 17,485 shares
The Company's executive officers1 / 2,704 shares
Senior employees of the Company's subsidiaries367 / 33,184 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.

¥3,660 per share
Total issue value

¥195,345,180

Amount of funds to be raised
Total payment amount: ¥195,345,180; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables of ¥195,345,180 (for the eligible directors, a monetary compensation receivables limit of up to ¥80 million per year)
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 17 July 2026 until the date on which the holder loses the prescribed position or employee status at the Company or 三和シヤッター工業
Conditions for lifting transfer restrictions
The holder must continuously retain the prescribed position or employee status from 17 July 2026 through 1 July 2027. If the holder loses that position or status for a valid reason, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restriction period or at other times specified in the allocation agreement.
Categories and Number of Persons Covered
Category Directors of the Company (excluding part-time directors) / Number of Employees 3 / Number of allocated shares 17,485 shares, Category The Company's executive officers / Number of Employees 1 / Number of allocated shares 2,704 shares, Category Senior employees of the Company's subsidiaries / Number of Employees 367 / Number of allocated shares 33,184 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from the payment date until the date on which the holder loses the prescribed position or employee status.
Payment date
17 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 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,660. 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 of53,373 common shares of the Company (treasury shares)
Issue price and disposal price¥3,660 per share
Total issue value¥195,345,180
Amount of funds to be raisedTotal payment amount: ¥195,345,180; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding part-time directors, outside directors and directors serving as Audit and Supervisory Committee members) / Number of Employees 3 / Number of Shares 17,485 shares, Category The Company's executive officers / Number of Employees 1 / Number of Shares 2,704 shares, Category Senior employees of the Company's subsidiaries / Number of Employees 367 / Number of Shares 33,184 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from the payment date until the date on which the holder loses the prescribed position or employee status.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,660. No discount or premium rate was stated.
Transfer restriction periodFrom 17 July 2026 until the date on which the holder loses the prescribed position or employee status at the Company or 三和シヤッター工業
Conditions for lifting transfer restrictionsThe holder must continuously retain the prescribed position or employee status from 17 July 2026 through 1 July 2027. If the holder loses that position or status for a valid reason, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restriction period or at other times specified in the allocation agreement.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding part-time directors) / Number of Employees 3 / Number of allocated shares 17,485 shares, Category The Company's executive officers / Number of Employees 1 / Number of allocated shares 2,704 shares, Category Senior employees of the Company's subsidiaries / Number of Employees 367 / Number of allocated shares 33,184 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥195,345,180 (for the eligible directors, a monetary compensation receivables limit of up to ¥80 million per year)
Items this document does not state (14)
Estimated 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 the corporate value of the Company and the Company Group, and to further promote the sharing of value with shareholders.

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