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Share Issuance and Disposal6059UCHIYAMA HOLDINGS Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Other Officers

The Company resolved to dispose of treasury shares as restricted stock compensation to 7 directors of the Company and its subsidiaries. The number of shares to be disposed of differs between the overview section, which states 16,494 shares, and the section of the main text describing the allocation resolution, which states 15,380 shares.

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Direction
Neutral
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Scale
16494
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

16,494 shares of the Company's common stock (however, the section of the main text describing the allocation resolution states 15,380 shares)

4 Directors of the Company who are not Audit & Supervisory Committee Members, excluding Outside Directors10,261 shares
1 Director of the Company who is an Audit & Supervisory Committee Member2,105 shares
2 directors of subsidiaries of the Company4,128 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.

¥339 per share
Total issue value

¥5,591,466

Total Stock-Based Compensation
¥5,213,820 (the total amount of monetary compensation receivables stated in the section of the main text describing the allocation resolution)
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 grant date until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member or employee of the Company, its subsidiaries or affiliates. However, a service period of 1 year has been established.
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, Audit & Supervisory Board member or employee of the Company until the date 1 year after the commencement date of the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold such a position due to death or another reason deemed valid by the Company's Board of Directors, the number of shares to be released will be calculated by multiplying the allocated shares by the number of months from July 2026 through the month in which the recipient ceases to hold the position, divided by 12.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times stipulated in the agreement.
Categories and Number of Persons Covered
4 Directors of the Company who are not Audit & Supervisory Committee Members: 10,261 shares; 1 Director of the Company who is an Audit & Supervisory Committee Member: 2,105 shares; 2 directors of the Company's subsidiaries: 4,128 shares
Intended allottee's holding policy
Transfers, the creation of security interests and other dispositions are prohibited from the grant date until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member or employee of the Company, its subsidiaries or affiliates.
Payment date
24 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, the business day preceding the date of the Board of Directors' resolution, was ¥339. No discount or premium rate was 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 of16,494 shares of the Company's common stock (however, the section of the main text describing the allocation resolution states 15,380 shares)
Issue price and disposal price¥339 per share
Total issue value¥5,591,466
Payment date24 July 2026
Intended allotteeCategory 4 Directors of the Company who are not Audit & Supervisory Committee Members, excluding Outside Directors / Number of Shares 10,261 shares, Category 1 Director of the Company who is an Audit & Supervisory Committee Member / Number of Shares 2,105 shares, Category 2 directors of subsidiaries of the Company / Number of Shares 4,128 shares
Intended allottee's holding policyTransfers, the creation of security interests and other dispositions are prohibited from the grant date until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member or employee of the Company, its subsidiaries or affiliates.
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, the business day preceding the date of the Board of Directors' resolution, was ¥339. No discount or premium rate was stated.
Transfer restriction periodFrom the grant date until the date on which the recipient ceases to hold any position as a director, Audit & Supervisory Board member or employee of the Company, its subsidiaries or affiliates. However, a service period of 1 year has been established.
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, Audit & Supervisory Board member or employee of the Company until the date 1 year after the commencement date of the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period. If the recipient ceases to hold such a position due to death or another reason deemed valid by the Company's Board of Directors, the number of shares to be released will be calculated by multiplying the allocated shares by the number of months from July 2026 through the month in which the recipient ceases to hold the position, divided by 12.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiration of the transfer restriction period or at other times stipulated in the agreement.
Categories and Number of Persons Covered4 Directors of the Company who are not Audit & Supervisory Committee Members: 10,261 shares; 1 Director of the Company who is an Audit & Supervisory Committee Member: 2,105 shares; 2 directors of the Company's subsidiaries: 4,128 shares
Total Stock-Based Compensation¥5,213,820 (the total amount of monetary compensation receivables stated in the section of the main text describing the allocation resolution)
Items this document does not state (15)
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 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 growth in the Company's medium- to long-term corporate value and shareholder value, and to promote value sharing with shareholders. The Company also stated that it took into consideration its performance, the scope of each recipient's responsibilities and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Other Officers | UCHIYAMA HOLDINGS Co.,Ltd. (6059) timely disclosure | Komori