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Share Issuance and Disposal5959OKABE CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

OKABE CO.,LTD. resolved to dispose of 50,650 treasury shares as restricted stock compensation to a total of 12 directors, executive officers and fellows. The disposal price is ¥970 per share, for a total of ¥49,130,500.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much50,650Shares

50,650 common shares (treasury shares)

3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)17,230 shares
8 executive officers who do not concurrently serve as directors31,880 shares
1 Fellow1,540 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.

¥970 per share
Total issue value

¥49,130,500

Total Stock-Based Compensation
Total monetary compensation claims of ¥49,130,500 (the annual compensation limit for monetary compensation claims granted to eligible directors is ¥80 million)
発行済株式総数

No increase, as this is a disposal of treasury shares

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

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 April 2026 until the date on which the eligible recipients all cease to serve as directors, executive officers or fellows of the Company or its subsidiaries, or, if later, the date on which the semi-annual securities report for the fiscal year ending December 2026 is filed
Conditions for lifting transfer restrictions
The recipient must continuously remain a director, executive officer or fellow of the Company or its subsidiaries throughout the service period covered by this allocation, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially released based on the number of months in office.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
3 directors, 17,230 shares; 8 executive officers who do not concurrently serve as directors, 31,880 shares; 1 fellow, 1,540 shares
Intended allottee's holding policy
From 24 April 2026 until the date on which the eligible recipients all cease to serve as directors, executive officers or fellows of the Company or its subsidiaries, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
24 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 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥970. No discount or premium was specified.
Procedures under the Corporate Code of Conduct
Approval was obtained at the 77th Annual General Meeting of Shareholders held on 26 March 2021 for the restricted stock compensation plan and the related compensation limits.
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 of50,650 common shares (treasury shares)
Issue price and disposal price¥970 per share
Total issue value¥49,130,500
Payment date24 April 2026
Intended allotteeCategory 3 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 17,230 shares, Category 8 executive officers who do not concurrently serve as directors / Number of Shares 31,880 shares, Category 1 Fellow / Number of Shares 1,540 shares
Intended allottee's holding policyFrom 24 April 2026 until the date on which the eligible recipients all cease to serve as directors, executive officers or fellows of the Company or its subsidiaries, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase, as 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 26 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥970. No discount or premium was specified.
Transfer restriction periodFrom 24 April 2026 until the date on which the eligible recipients all cease to serve as directors, executive officers or fellows of the Company or its subsidiaries, or, if later, the date on which the semi-annual securities report for the fiscal year ending December 2026 is filed
Conditions for lifting transfer restrictionsThe recipient must continuously remain a director, executive officer or fellow of the Company or its subsidiaries throughout the service period covered by this allocation, from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year. In the event of retirement due to death or another reason deemed legitimate by the Company's Board of Directors, the restrictions will be partially released based on the number of months in office.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered3 directors, 17,230 shares; 8 executive officers who do not concurrently serve as directors, 31,880 shares; 1 fellow, 1,540 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥49,130,500 (the annual compensation limit for monetary compensation claims granted to eligible directors is ¥80 million)
Procedures under the Corporate Code of ConductApproval was obtained at the 77th Annual General Meeting of Shareholders held on 26 March 2021 for the restricted stock compensation plan and the related compensation limits.
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 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 an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, while further promoting the sharing of value with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible recipient and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | OKABE CO.,LTD. (5959) timely disclosure | Komori