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Share Issuance and Disposal5976Neturen Co.,Ltd.Construction and Materials

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation

The Company resolved to dispose of 19,000 treasury shares as restricted stock compensation and 9,900 treasury shares as performance-linked stock compensation for directors and executive officers holding titles. The disposal price is ¥1,278 per share, and a total of 28,900 shares will be allotted.

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Scale
28900
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation

Who receives how much

Restricted Stock Compensation 19,000 shares / Performance-linked share compensation 9,900 shares

8 directors and executive officers holding titles (excluding outside directors)19,000 shares
7 directors and executive officers holding titles (excluding outside directors, individuals who resigned during the eligible period and individuals newly appointed during that period)9,900 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.

¥1,278 per share
Total issue value

Restricted stock compensation: ¥24,282,000; performance-linked stock compensation: ¥12,652,200; total: ¥36,934,200

Total Stock-Based Compensation
Restricted stock compensation: ¥24,282,000; performance-linked stock compensation: ¥12,652,200
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 the payment date until the date on which the holder ceases to hold any position as a director, executive officer holding a title or employee
Conditions for lifting transfer restrictions
If the holder ceases to hold any position as a director, executive officer holding a title or employee due to the expiry of the holder's term of office or for another reason deemed reasonable by the Company's Board of Directors, or ceases to hold such a position due to death, all transfer restrictions on the allocated shares held by the holder will be lifted. For performance-linked stock compensation, the number of shares to be delivered will be determined according to the level of achievement of performance targets and other criteria, provided that requirements including continued service during the eligible period and the absence of misconduct are met.
Reason for acquisition without consideration
If, during the transfer restriction period, the holder becomes subject to a violation of laws or regulations or another event specified by the Company's Board of Directors, the Company may acquire all or part of the allocated shares without consideration.
Categories and Number of Persons Covered
8 directors and executive officers holding titles, 19,000 shares (restricted stock compensation); 7 directors and executive officers holding titles, 9,900 shares (performance-linked stock compensation)
Intended allottee's holding policy
The restricted shares may not be transferred or otherwise disposed of from the payment date until the date on which the holder ceases to hold any position as a director, executive officer holding a title or employee.
Payment date
21 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 24 June 2026 was ¥1,278. No discount or premium rate was stated.
Impact on Business Performance
No impact on business performance stated
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Number of shares to be issued or disposed ofRestricted Stock Compensation 19,000 shares / Performance-linked share compensation 9,900 shares
Issue price and disposal price¥1,278 per share
Total issue valueRestricted stock compensation: ¥24,282,000; performance-linked stock compensation: ¥12,652,200; total: ¥36,934,200
Payment date21 July 2026
Intended allotteeCategory 8 directors and executive officers holding titles (excluding outside directors) / Number of Shares 19,000 shares / Compensation category Restricted Stock Compensation, Category 7 directors and executive officers holding titles (excluding outside directors, individuals who resigned during the eligible period and individuals newly appointed during that period) / Number of Shares 9,900 shares / Compensation category Performance-linked share compensation
Intended allottee's holding policyThe restricted shares may not be transferred or otherwise disposed of from the payment date until the date on which the holder ceases to hold any position as a director, executive officer holding a title or employee.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026 was ¥1,278. No discount or premium rate was stated.
Transfer restriction periodFrom the payment date until the date on which the holder ceases to hold any position as a director, executive officer holding a title or employee
Conditions for lifting transfer restrictionsIf the holder ceases to hold any position as a director, executive officer holding a title or employee due to the expiry of the holder's term of office or for another reason deemed reasonable by the Company's Board of Directors, or ceases to hold such a position due to death, all transfer restrictions on the allocated shares held by the holder will be lifted. For performance-linked stock compensation, the number of shares to be delivered will be determined according to the level of achievement of performance targets and other criteria, provided that requirements including continued service during the eligible period and the absence of misconduct are met.
Reason for acquisition without considerationIf, during the transfer restriction period, the holder becomes subject to a violation of laws or regulations or another event specified by the Company's Board of Directors, the Company may acquire all or part of the allocated shares without consideration.
Categories and Number of Persons Covered8 directors and executive officers holding titles, 19,000 shares (restricted stock compensation); 7 directors and executive officers holding titles, 9,900 shares (performance-linked stock compensation)
Total Stock-Based CompensationRestricted stock compensation: ¥24,282,000; performance-linked stock compensation: ¥12,652,200
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 strengthen initiatives aimed at increasing corporate value over the medium to long term and further promote value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation | Neturen Co.,Ltd. (5976) timely disclosure | Komori