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Share Issuance and Disposal5949UNIPRES CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 213,255 treasury shares to 62 directors, executive officers and employees as restricted stock compensation. The recipients will be unable to transfer the shares for a specified period, until they retire or resign.

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213255
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much213,255Shares

213,255 shares of the Company's common stock (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4 / 56,745 shares
The Company's executive officers10 / 56,070 shares
Employees of the Company35 / 71,113 shares
Directors and employees of the Company's subsidiaries13 / 29,327 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.

¥1,258 per share
Total issue value

¥268,274,790

Amount of funds to be raised
Total payment amount: ¥268,274,790; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥268,274,790. The total amount of compensation claims for designated directors is capped at ¥200 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 5 August 2026 until the date on which the recipient retires or resigns from all positions as a director, executive officer or employee of the Company and its subsidiaries
Conditions for lifting transfer restrictions
In principle, the designated directors must remain in the prescribed position until the date of the first annual general meeting of shareholders of the Company held after the start date, while the other designated recipients must remain in the prescribed position until the end of the first fiscal year of the Company after the start date. If they retire or resign for a valid reason, the restrictions will be lifted in part according to their period of service.
Reason for acquisition without consideration
If a recipient retires or resigns without a valid reason before the end of the prescribed period, if the transfer restrictions remain in place when the period expires, or if the transfer restrictions remain in place on the business day immediately preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 Company directors: 56,745 shares; 10 Company executive officers: 56,070 shares; 35 Company employees: 71,113 shares; 13 directors and employees of the Company's subsidiaries: 29,327 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to third parties, create pledges or security interests over them, make lifetime gifts or bequests, or otherwise dispose of them in any way. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 10 July 2026, was ¥1,258. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The Company will file an extraordinary report under the Financial Instruments and Exchange Act. Other procedures: Not 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 of213,255 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,258 per share
Total issue value¥268,274,790
Amount of funds to be raisedTotal payment amount: ¥268,274,790; estimated net proceeds: Not disclosed
Payment date5 August 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of Shares 56,745 shares, Category The Company's executive officers / Number of Employees 10 / Number of Shares 56,070 shares, Category Employees of the Company / Number of Employees 35 / Number of Shares 71,113 shares, Category Directors and employees of the Company's subsidiaries / Number of Employees 13 / Number of Shares 29,327 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to third parties, create pledges or security interests over them, make lifetime gifts or bequests, or otherwise dispose of them in any way. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 10 July 2026, was ¥1,258. No discount or premium rate was stated.
Transfer restriction periodFrom 5 August 2026 until the date on which the recipient retires or resigns from all positions as a director, executive officer or employee of the Company and its subsidiaries
Conditions for lifting transfer restrictionsIn principle, the designated directors must remain in the prescribed position until the date of the first annual general meeting of shareholders of the Company held after the start date, while the other designated recipients must remain in the prescribed position until the end of the first fiscal year of the Company after the start date. If they retire or resign for a valid reason, the restrictions will be lifted in part according to their period of service.
Reason for acquisition without considerationIf a recipient retires or resigns without a valid reason before the end of the prescribed period, if the transfer restrictions remain in place when the period expires, or if the transfer restrictions remain in place on the business day immediately preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 Company directors: 56,745 shares; 10 Company executive officers: 56,070 shares; 35 Company employees: 71,113 shares; 13 directors and employees of the Company's subsidiaries: 29,327 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥268,274,790. The total amount of compensation claims for designated directors is capped at ¥200 million per year.
Procedures under the Corporate Code of ConductThe Company will file an extraordinary report under the Financial Instruments and Exchange Act. Other procedures: Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 the recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UNIPRES CORPORATION (5949) timely disclosure | Komori