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Share Issuance and Disposal5951Dainichi Co.,Ltd.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 30,400 treasury shares as restricted stock compensation to 5 directors. The eligible directors may hold the shares subject to conditions including remaining in office for a specified period.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
30400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,400Shares

30,400 shares of the Company's common stock (treasury shares)

5 directors of the Company other than directors who are Audit and Supervisory Committee Members30,400 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,130 per share
Total issue value

¥34,352,000

Amount of funds to be raised
Total payment amount: ¥34,352,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥34,352,000 (annual compensation limit: no more than ¥300 million)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 7 August 2026 to 6 August 2027 (one year)
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the eligible director remains a director of the Company continuously from 7 August 2026 until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending March 2027. If the eligible director loses that position due to death or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be released for the number of shares corresponding to the director's months in office.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or any other time specified in the allocation agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
5 directors of the Company, excluding directors who are Audit and Supervisory Committee members: 30,400 shares
Payment date
7 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 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,130. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The Board of Directors adopted the resolution after obtaining the Audit and Supervisory Committee's advice in advance.
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 of30,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,130 per share
Total issue value¥34,352,000
Amount of funds to be raisedTotal payment amount: ¥34,352,000; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 5 directors of the Company other than directors who are Audit and Supervisory Committee Members / Number of Shares 30,400 shares
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,130. No discount or premium rate was disclosed.
Transfer restriction periodFrom 7 August 2026 to 6 August 2027 (one year)
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the eligible director remains a director of the Company continuously from 7 August 2026 until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending March 2027. If the eligible director loses that position due to death or another reason deemed legitimate by the Company's Board of Directors, the transfer restrictions will be released for the number of shares corresponding to the director's months in office.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or any other time specified in the allocation agreement, the Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered5 directors of the Company, excluding directors who are Audit and Supervisory Committee members: 30,400 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥34,352,000 (annual compensation limit: no more than ¥300 million)
Procedures under the Corporate Code of ConductThe Board of Directors adopted the resolution after obtaining the Audit and Supervisory Committee's advice in advance.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateExercise 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 provide the eligible directors with an incentive to sustainably enhance corporate value and to promote the sharing of value with shareholders.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Dainichi Co.,Ltd. (5951) timely disclosure | Komori