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Share Issuance and Disposal5997KYORITSU AIR TECH INC.Construction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 5,100 treasury shares as restricted stock compensation to 3 directors and 1 Audit & Supervisory Board member. The disposal price is ¥795 per share, and the disposal date is 30 April 2026.

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43Recurring
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Direction
Neutral
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Scale
5100
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,100Shares

5,100 treasury shares

3 directors of the Company (excluding outside directors)4,300 shares
1 Audit & Supervisory Board member of the Company, excluding outside Audit & Supervisory Board members800 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.

¥795 per share
Total issue value

¥4,054,500

Amount of funds to be raised
Total payment amount: ¥4,054,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥4,054,500. The annual remuneration limits are ¥30 million for directors and ¥3 million for Audit & Supervisory Board members.
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
30 years (30 April 2026 to 29 April 2056)
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares held at the end of the period will be lifted, provided that the eligible director or Audit & Supervisory Board member has continuously held that position through the date of the first annual general meeting of shareholders held after 30 April 2026. If the officer loses that position for a valid reason, the restrictions will be lifted immediately after the loss of position. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted at the prescribed time.
Reason for acquisition without consideration
If, without a valid reason, the eligible director or Audit & Supervisory Board member loses that position before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. This also applies if any shares remain subject to transfer restrictions at the end of the period.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,300 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of allocated shares 800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
30 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 8 April 2026 was ¥795. No discount or premium rate was disclosed.
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 of5,100 treasury shares
Issue price and disposal price¥795 per share
Total issue value¥4,054,500
Amount of funds to be raisedTotal payment amount: ¥4,054,500; estimated net proceeds: Not disclosed
Payment date30 April 2026
Intended allotteeName 3 directors of the Company (excluding outside directors) / Number of Shares 4,300 shares, Name 1 Audit & Supervisory Board member of the Company, excluding outside Audit & Supervisory Board members / Number of Shares 800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 8 April 2026 was ¥795. No discount or premium rate was disclosed.
Transfer restriction period30 years (30 April 2026 to 29 April 2056)
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares held at the end of the period will be lifted, provided that the eligible director or Audit & Supervisory Board member has continuously held that position through the date of the first annual general meeting of shareholders held after 30 April 2026. If the officer loses that position for a valid reason, the restrictions will be lifted immediately after the loss of position. In the event of a corporate reorganization or similar transaction, the restrictions will be lifted at the prescribed time.
Reason for acquisition without considerationIf, without a valid reason, the eligible director or Audit & Supervisory Board member loses that position before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. This also applies if any shares remain subject to transfer restrictions at the end of the period.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 4,300 shares, Category The Company's audit & supervisory board members (excluding outside audit & supervisory board members) / Number of Employees 1 / Number of allocated shares 800 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥4,054,500. The annual remuneration limits are ¥30 million for directors and ¥3 million for Audit & Supervisory Board members.
Items this document does not state (14)
Estimated 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 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 achieve sustained growth in corporate value and to promote the sharing of value between the eligible directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KYORITSU AIR TECH INC. (5997) timely disclosure | Komori