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

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment as Restricted Stock Incentives for the Employee Stock Ownership Plan

The company has decided to dispose of up to 71,747 treasury shares as restricted stock incentives through its employee stock ownership plan. The number of shares to be disposed of will be determined at a later date based on the number of eligible employees who agree to participate in the plan.

Worth reading
51Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
71747
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares through a third-party allotment as restricted stock incentives for the employee stock ownership association

Who receives how much71,747Shares

The company’s common shares: up to 71,747 shares (treasury shares)

極東開発 Employee Stock Ownership Plan: up to 71,747 shares

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

¥2,097 per share
Amount of funds to be raised

Total payment amount: ¥150,453,459; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Under this special incentive payment structure, monetary claims will be granted, but the total amount is Not disclosed.
発行済株式総数

0.18% of total shares issued and 0.19% of total voting rights (based on the maximum number of shares, involving the disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 1 February 2027 to 30 November 2029
Conditions for lifting transfer restrictions
Subject to the eligible employee having continuously held the status of an employee of the company or one of its subsidiaries, excluding contract employees, from 1 April 2026 to 31 March 2027, the transfer restrictions will be lifted on the business day following the expiration of the restricted transfer period. In the event of withdrawal from the plan due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the retirement date, including the date on which the withdrawal application is accepted, for the number of shares corresponding to the number of months of employment. In the event of a reorganisation or similar event, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
At the time of the business day following the expiration of the restricted transfer period or the lifting of the transfer restrictions due to withdrawal from the plan, the company will acquire for no consideration any shares granted under this allocation whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
The company’s employees: up to 1,153 people. Breakdown: Pattern A: up to 6 people, 300 shares per person; Pattern B: up to 60 people, 200 shares per person; Pattern C: up to 154 people, 105 shares per person; Pattern D: up to 429 people, 53 shares per person; Pattern E: up to 410 people, 42 shares per person; Pattern F: up to 94 people, 32 shares per person.
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account opened with Nomura Securities Co., Ltd. After the transfer restrictions are lifted, the shares may be withdrawn in the same manner as ordinary interests in the employee stock ownership plan.
Payment date
1 February 2027
Basis for determining the amount to be paid
The closing price on the Prime Market of the Tokyo Stock Exchange on 10 November 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,097. The deviations from average closing prices were -0.85% for 1 month, -5.80% for 3 months and -6.05% for 6 months.
Procedures under the Corporate Code of Conduct
All 5 directors who are Audit and Supervisory Committee Members, including 3 outside Audit and Supervisory Committee Members, expressed the opinion that the disposal price is lawful and does not constitute a particularly favorable price.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares through a third-party allotment as restricted stock incentives for the employee stock ownership association
Number of shares to be issued or disposed ofThe company’s common shares: up to 71,747 shares (treasury shares)
Issue price and disposal price¥2,097 per share
Amount of funds to be raisedTotal payment amount: ¥150,453,459; estimated net proceeds: Not disclosed
Payment date1 February 2027
Intended allottee極東開発 Employee Stock Ownership Plan: up to 71,747 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account opened with Nomura Securities Co., Ltd. After the transfer restrictions are lifted, the shares may be withdrawn in the same manner as ordinary interests in the employee stock ownership plan.
Dilution Rate0.18% of total shares issued and 0.19% of total voting rights (based on the maximum number of shares, involving the disposal of treasury shares)
Total number of issued shares40,150,000 shares (as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price on the Prime Market of the Tokyo Stock Exchange on 10 November 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,097. The deviations from average closing prices were -0.85% for 1 month, -5.80% for 3 months and -6.05% for 6 months.
Transfer restriction periodFrom 1 February 2027 to 30 November 2029
Conditions for lifting transfer restrictionsSubject to the eligible employee having continuously held the status of an employee of the company or one of its subsidiaries, excluding contract employees, from 1 April 2026 to 31 March 2027, the transfer restrictions will be lifted on the business day following the expiration of the restricted transfer period. In the event of withdrawal from the plan due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the retirement date, including the date on which the withdrawal application is accepted, for the number of shares corresponding to the number of months of employment. In the event of a reorganisation or similar event, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without considerationAt the time of the business day following the expiration of the restricted transfer period or the lifting of the transfer restrictions due to withdrawal from the plan, the company will acquire for no consideration any shares granted under this allocation whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredThe company’s employees: up to 1,153 people. Breakdown: Pattern A: up to 6 people, 300 shares per person; Pattern B: up to 60 people, 200 shares per person; Pattern C: up to 154 people, 105 shares per person; Pattern D: up to 429 people, 53 shares per person; Pattern E: up to 410 people, 42 shares per person; Pattern F: up to 94 people, 32 shares per person.
Total Stock-Based CompensationUnder this special incentive payment structure, monetary claims will be granted, but the total amount is Not disclosed.
Procedures under the Corporate Code of ConductAll 5 directors who are Audit and Supervisory Committee Members, including 3 outside Audit and Supervisory Committee Members, expressed the opinion that the disposal price is lawful and does not constitute a particularly favorable price.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 support the enhancement of eligible employees’ welfare and asset formation, provide an incentive for the sustainable enhancement of corporate value, and promote value sharing between eligible employees and shareholders.

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Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment as Restricted Stock Incentives for the Employee Stock Ownership Plan | KYOKUTO KAIHATSU KOGYO CO.,LTD. (7226) timely disclosure | Komori