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Share Issuance and Disposal7214GMB CORPORATIONAutomobiles and transportation equipment

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 16,136 common shares to 5 directors excluding outside directors and 3 executive officers as restricted stock compensation.

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16136
Shares
Wording
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much16,136Shares

16,136 common shares (new shares)

5 directors (excluding outside directors)12,656 shares
3 executive officers who do not concurrently serve as directors3,480 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.

¥948 per share
Total issue value

¥15,296,928

Amount of funds to be raised
Total amount to be paid: ¥15,296,928; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥15,296,928. For the eligible directors, monetary compensation claims are limited to ¥40 million per year.
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 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions throughout the restricted transfer period—director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, corporate auditor, employee, or another equivalent position—all restrictions will be lifted upon expiration of the restricted transfer period. Conditions for lifting the restrictions upon retirement or resignation due to expiration of the term of office, mandatory retirement, or other legitimate reasons are also specified. Performance conditions are Not disclosed.
Reason for acquisition without consideration
The Company will acquire without consideration any of the shares allotted under this arrangement for which the restrictions have not been lifted as of the expiration of the restricted transfer period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered
5 directors excluding outside directors: 12,656 shares; 3 executive officers who do not concurrently serve as directors: 3,480 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted transfer period runs from 17 July 2026 to 16 July 2056.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥948. The discount rate and premium rate are Not disclosed.
Impact on Business Performance
The impact of this issuance of new shares on business performance was not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of16,136 common shares (new shares)
Issue price and disposal price¥948 per share
Total issue value¥15,296,928
Amount of funds to be raisedTotal amount to be paid: ¥15,296,928; estimated net proceeds: Not disclosed
Payment date17 July 2026
Intended allotteeName 5 directors (excluding outside directors) / Number of Shares 12,656 shares, Name 3 executive officers who do not concurrently serve as directors / Number of Shares 3,480 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of. The restricted transfer period runs from 17 July 2026 to 16 July 2056.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥948. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 17 July 2026 to 16 July 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions throughout the restricted transfer period—director of the Company or one of its subsidiaries, executive officer who does not concurrently serve as a director, corporate auditor, employee, or another equivalent position—all restrictions will be lifted upon expiration of the restricted transfer period. Conditions for lifting the restrictions upon retirement or resignation due to expiration of the term of office, mandatory retirement, or other legitimate reasons are also specified. Performance conditions are Not disclosed.
Reason for acquisition without considerationThe Company will acquire without consideration any of the shares allotted under this arrangement for which the restrictions have not been lifted as of the expiration of the restricted transfer period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered5 directors excluding outside directors: 12,656 shares; 3 executive officers who do not concurrently serve as directors: 3,480 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥15,296,928. For the eligible directors, monetary compensation claims are limited to ¥40 million per year.
Impact on Business PerformanceThe impact of this issuance of new shares on business performance was not disclosed
Items this document does not state (13)
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 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 eligible directors and other recipients with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

How to read this page

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | GMB CORPORATION (7214) timely disclosure | Komori