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Share Issuance and Disposal5974CHUGOKUKOGYO CO.,LTD.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 11,300 treasury shares as restricted stock compensation for 3 directors and 3 executive officers. The shares may not be transferred while the recipients remain in office or employed, and some or all of the shares will be acquired by the Company without consideration upon certain events involving their departure from office or employment.

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Scale
11300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much11,300Shares

11,300 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors)7,400 shares
3 of the Company's executive officers3,900 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.

¥870 per share
Total issue value

¥9,831,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥9,831,000. The total annual amount of monetary compensation receivables for eligible directors is capped at ¥15 million.
発行済株式総数

0.33% (relative to the total number of shares issued as of 31 March 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.

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 13 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continue to hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 13 July 2026. If the recipient leaves office or employment for a valid reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders, the recipient leaves office or employment without a valid reason and ceases to hold any position as a director, executive officer or employee of the Company. If any shares remain subject to the restrictions when the restricted period expires. If the recipient leaves office or employment in connection with a corporate reorganization or similar event and any shares remain subject to the restrictions.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 7,400 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 3,900 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. The restricted period runs from 13 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company.
Payment date
13 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥870. No discount or premium rate is disclosed.
Procedures under the Corporate Code of Conduct
At the 75th Annual General Meeting of Shareholders held on 26 June 2025, the Company obtained approval for the introduction of the restricted stock compensation plan, the total amount of compensation receivables, the limit on the number of shares and other matters.
Impact on Business Performance
No impact on financial results from this disposition of treasury shares is 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 of11,300 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥870 per share
Total issue value¥9,831,000
Payment date13 July 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 7,400 shares, Name 3 of the Company's executive officers / Number of Shares 3,900 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. The restricted period runs from 13 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company.
Dilution Rate0.33% (relative to the total number of shares issued as of 31 March 2026)
Total number of issued shares3,420,000 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥870. No discount or premium rate is disclosed.
Transfer restriction periodFrom 13 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continue to hold a position as a director, executive officer or employee of the Company through the date of the first annual general meeting of shareholders held after 13 July 2026. If the recipient leaves office or employment for a valid reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders, the recipient leaves office or employment without a valid reason and ceases to hold any position as a director, executive officer or employee of the Company. If any shares remain subject to the restrictions when the restricted period expires. If the recipient leaves office or employment in connection with a corporate reorganization or similar event and any shares remain subject to the restrictions.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 7,400 shares, Category The Company's executive officers / Number of Employees 3 / Number of allocated shares 3,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥9,831,000. The total annual amount of monetary compensation receivables for eligible directors is capped at ¥15 million.
Procedures under the Corporate Code of ConductAt the 75th Annual General Meeting of Shareholders held on 26 June 2025, the Company obtained approval for the introduction of the restricted stock compensation plan, the total amount of compensation receivables, the limit on the number of shares and other matters.
Impact on Business PerformanceNo impact on financial results from this disposition of treasury shares is stated.
Items this document does not state (11)
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 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 provide an incentive for the sustainable enhancement of corporate value and promote further value sharing with shareholders. The Company also states that the 0.33% dilution is immaterial and reasonable in light of the purpose of the plan.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CHUGOKUKOGYO CO.,LTD. (5974) timely disclosure | Komori