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Share Issuance and Disposal7058Kyoei Security Service Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 59,000 treasury shares as restricted stock compensation for 3 directors. The shares will be delivered at no cost and, in principle, cannot be transferred until the directors leave office.

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Scale
59000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much59,000Shares

59,000 common shares of the Company (treasury shares)

3 eligible directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 59,000 shares

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

¥3,060 per share (fair value; no cash payment required)
Total issue value

¥180,540,000

Amount of funds to be raised
Total payment amount: ¥0. Approximate net proceeds: ¥0
Total Stock-Based Compensation
Up to ¥250 million per year (a separate limit from the existing cash compensation limit; excluding salaries for the employee portion of directors who also serve as employees)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase.

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 allocation date, 20 November 2026, until the later of the date the holder ceases to be a director of the Company and the date the semi-annual report for the fiscal year containing the allocation date is filed.
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the transfer restriction period, provided that the holder has continuously remained a director of the Company from the month following the month containing the annual general meeting immediately preceding the allocation date until the conclusion of the first annual general meeting thereafter. All restrictions will also be lifted if the holder retires for a valid reason or retires due to death. In the event of a corporate reorganisation or similar transaction, restrictions on the number of shares calculated in accordance with the prescribed formula will be lifted.
Reason for acquisition without consideration
If the holder ceases to be a director of the Company during the transfer restriction period without a valid reason, if any shares remain subject to restrictions when the restrictions are lifted, or if any shares remain subject to restrictions after restrictions are lifted in connection with a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered
3 eligible directors: 59,000 shares (excluding directors who are Audit and Supervisory Committee members and outside directors)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of. In principle, the transfer restriction period runs until the date the holder ceases to be a director of the Company.
Payment date
Not applicable (allotment date: 20 November 2026)
Basis for determining the amount to be paid
Because no trading occurred on 21 October 2026, the business day immediately preceding the allocation resolution date, the reference price was the closing price of the Company's common shares on the Tokyo Stock Exchange on 20 October 2026, the immediately preceding trading day: ¥3,060. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 42nd Annual General Meeting of Shareholders held on 22 October 2026, approval was obtained for the total number of common shares to be issued or disposed of and the amount of compensation under this plan.
Impact on Business Performance
No impact on performance from this disposal of treasury shares 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 of59,000 common shares of the Company (treasury shares)
Issue price and disposal price¥3,060 per share (fair value; no cash payment required)
Total issue value¥180,540,000
Amount of funds to be raisedTotal payment amount: ¥0. Approximate net proceeds: ¥0
Payment dateNot applicable (allotment date: 20 November 2026)
Intended allottee3 eligible directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 59,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of. In principle, the transfer restriction period runs until the date the holder ceases to be a director of the Company.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase.
Basis for determining the amount to be paidBecause no trading occurred on 21 October 2026, the business day immediately preceding the allocation resolution date, the reference price was the closing price of the Company's common shares on the Tokyo Stock Exchange on 20 October 2026, the immediately preceding trading day: ¥3,060. No discount or premium rate was disclosed.
Transfer restriction periodFrom the allocation date, 20 November 2026, until the later of the date the holder ceases to be a director of the Company and the date the semi-annual report for the fiscal year containing the allocation date is filed.
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the transfer restriction period, provided that the holder has continuously remained a director of the Company from the month following the month containing the annual general meeting immediately preceding the allocation date until the conclusion of the first annual general meeting thereafter. All restrictions will also be lifted if the holder retires for a valid reason or retires due to death. In the event of a corporate reorganisation or similar transaction, restrictions on the number of shares calculated in accordance with the prescribed formula will be lifted.
Reason for acquisition without considerationIf the holder ceases to be a director of the Company during the transfer restriction period without a valid reason, if any shares remain subject to restrictions when the restrictions are lifted, or if any shares remain subject to restrictions after restrictions are lifted in connection with a corporate reorganisation or similar transaction.
Categories and Number of Persons Covered3 eligible directors: 59,000 shares (excluding directors who are Audit and Supervisory Committee members and outside directors)
Total Stock-Based CompensationUp to ¥250 million per year (a separate limit from the existing cash compensation limit; excluding salaries for the employee portion of directors who also serve as employees)
Procedures under the Corporate Code of ConductAt the 42nd Annual General Meeting of Shareholders held on 22 October 2026, approval was obtained for the total number of common shares to be issued or disposed of and the amount of compensation under this plan.
Impact on Business PerformanceNo impact on performance from this disposal of treasury shares was stated
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 promote medium- to long-term enhancement of corporate value by increasing the eligible directors' awareness of their participation in management and advancing the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | Kyoei Security Service Co.,Ltd. (7058) timely disclosure | Komori