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

Notice Regarding the Disposal of Treasury Shares under an Employee Incentive Plan

The Company has resolved to dispose of 43,500 treasury shares to the trust account in connection with the continuation of the ESOP trust for the grant of shares to employees. The disposal price is ¥913 per share, and the total disposal amount is ¥39,715,500.

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Direction
Neutral
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Scale
43500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under an employee incentive plan (share grant ESOP trust)

Who receives how much43,500Shares

43,500 common shares (treasury shares)

The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)43,500 shares

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

¥913 per share
発行済株式総数

0.09% of the total number of issued shares (0.10% of the 443,243 total voting rights as of 30 June 2026)

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.

Categories and Number of Persons Covered
The Company’s and its Group employees (the breakdown of the number of employees and shares allocated is Not disclosed)
Intended allottee's holding policy
The shares will be granted to employees in accordance with the share grant rules. The disposal shares are not expected to be released into the stock market all at once.
Payment date
19 November 2026
Basis for determining the amount to be paid
The closing price of ¥913 on the Tokyo Stock Exchange on 29 October 2026, the business day preceding the date of the Board of Directors’ resolution. As this was the market price immediately preceding the transaction, it was considered highly objective and reasonable. No discount or premium.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent as stipulated in Article 432 of the Tokyo Stock Exchange’s Rules for Listing of Securities. All 3 members of the Audit and Supervisory Committee, including 2 outside directors, expressed the opinion that the basis for calculating the disposal price was reasonable and that the disposal price did not constitute a particularly favorable disposal price.
Impact on Business Performance
To increase awareness of improving medium- to long-term performance and raising the share price, thereby enhancing corporate value over the medium to long term. The impact on the stock market is minor. The impact in monetary terms is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under an employee incentive plan (share grant ESOP trust)
Number of shares to be issued or disposed of43,500 common shares (treasury shares)
Issue price and disposal price¥913 per share
Payment date19 November 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 43,500 shares
Intended allottee's holding policyThe shares will be granted to employees in accordance with the share grant rules. The disposal shares are not expected to be released into the stock market all at once.
Dilution Rate0.09% of the total number of issued shares (0.10% of the 443,243 total voting rights as of 30 June 2026)
Basis for determining the amount to be paidThe closing price of ¥913 on the Tokyo Stock Exchange on 29 October 2026, the business day preceding the date of the Board of Directors’ resolution. As this was the market price immediately preceding the transaction, it was considered highly objective and reasonable. No discount or premium.
Categories and Number of Persons CoveredThe Company’s and its Group employees (the breakdown of the number of employees and shares allocated is Not disclosed)
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholder intent as stipulated in Article 432 of the Tokyo Stock Exchange’s Rules for Listing of Securities. All 3 members of the Audit and Supervisory Committee, including 2 outside directors, expressed the opinion that the basis for calculating the disposal price was reasonable and that the disposal price did not constitute a particularly favorable disposal price.
Impact on Business PerformanceTo increase awareness of improving medium- to long-term performance and raising the share price, thereby enhancing corporate value over the medium to long term. The impact on the stock market is minor. The impact in monetary terms is Not disclosed.
Items this document does not state (17)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 welfare benefits available to the Company’s and its Group employees, foster a stronger sense of affiliation with the Company and participation in management, and increase awareness of improving medium- to long-term performance and raising the share price, thereby enhancing corporate value over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares under an Employee Incentive Plan | OKABE CO.,LTD. (5959) timely disclosure | Komori