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Share Issuance and Disposal7226KYOKUTO KAIHATSU KOGYO CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 28,260 treasury shares as restricted stock compensation to 44 directors, executive officers and other personnel of the Company and its domestic affiliates. The disposal price is ¥2,101 per share, for a total disposal amount of ¥59,374,260.

Worth reading
51Recurring
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Direction
Neutral
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Scale
28260
Shares (treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much28,260Shares

28,260 treasury shares

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 8,100 shares
Executive officers and others who do not concurrently serve as directors of the Company16 / 13,260 shares
Directors of the Company's domestic affiliated companies17 / 5,700 shares
Executive officers of the Company's domestic affiliated companies who do not concurrently serve as directors6 / 1,200 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.

¥2,101 per share
Total issue value

¥59,374,260

Amount of funds to be raised
Total payment amount: ¥59,374,260; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims against the recipients)
Total Stock-Based Compensation
Total monetary claims: ¥59,374,260. The compensation limit is ¥50 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 21 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the restriction period—director of the Company or one of its affiliates, executive officer or other personnel who does not concurrently serve as a director, or Audit & Supervisory Board member—all restrictions will be lifted on the business day immediately following the expiration of the restriction period. In cases of retirement or resignation upon expiration of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted on the number of shares calculated by multiplying the shares held by a ratio based on the number of months in office or employment.
Reason for acquisition without consideration
The Company will acquire without consideration any allocated shares for which the restrictions have not been lifted as of the expiration of the restriction period or the date on which the restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
The Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors): 5 people, 8,100 shares, Executive officers and other personnel who do not concurrently serve as directors of the Company: 16 people, 13,260 shares, Directors of the Company's domestic affiliates: 17 people, 5,700 shares, Executive officers of the Company's domestic affiliates who do not concurrently serve as directors: 6 people, 1,200 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of ¥2,101 on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Compensation Committee for consultation.
Impact on Business Performance
The disclosure states that the Group will work together to improve its performance and corporate value, but the specific impact in terms of amounts or percentages is Not 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 of28,260 treasury shares
Issue price and disposal price¥2,101 per share
Total issue value¥59,374,260
Amount of funds to be raisedTotal payment amount: ¥59,374,260; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims against the recipients)
Payment date21 July 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 8,100 shares, Name Executive officers and others who do not concurrently serve as directors of the Company / Number of Employees 16 / Number of Shares 13,260 shares, Name Directors of the Company's domestic affiliated companies / Number of Employees 17 / Number of Shares 5,700 shares, Name Executive officers of the Company's domestic affiliated companies who do not concurrently serve as directors / Number of Employees 6 / Number of Shares 1,200 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of ¥2,101 on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution. No discount or premium rate was stated.
Transfer restriction periodFrom 21 July 2026 to 21 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the restriction period—director of the Company or one of its affiliates, executive officer or other personnel who does not concurrently serve as a director, or Audit & Supervisory Board member—all restrictions will be lifted on the business day immediately following the expiration of the restriction period. In cases of retirement or resignation upon expiration of the term of office, mandatory retirement or for another legitimate reason, the restrictions will be lifted on the number of shares calculated by multiplying the shares held by a ratio based on the number of months in office or employment.
Reason for acquisition without considerationThe Company will acquire without consideration any allocated shares for which the restrictions have not been lifted as of the expiration of the restriction period or the date on which the restrictions are lifted. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons CoveredThe Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors): 5 people, 8,100 shares, Executive officers and other personnel who do not concurrently serve as directors of the Company: 16 people, 13,260 shares, Directors of the Company's domestic affiliates: 17 people, 5,700 shares, Executive officers of the Company's domestic affiliates who do not concurrently serve as directors: 6 people, 1,200 shares
Total Stock-Based CompensationTotal monetary claims: ¥59,374,260. The compensation limit is ¥50 million per year.
Procedures under the Corporate Code of ConductThe matter was referred to the Compensation Committee for consultation.
Impact on Business PerformanceThe disclosure states that the Group will work together to improve its performance and corporate value, but the specific impact in terms of amounts or percentages is Not disclosed.
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 provide an incentive for the sustainable enhancement of corporate value and promote the sharing of value with shareholders. The Company stated that, for this disposal, it considered the purpose of the plan, the Company's operating performance and the scope of each recipient's responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KYOKUTO KAIHATSU KOGYO CO.,LTD. (7226) timely disclosure | Komori