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Share Issuance and Disposal7228DAYTONA CORPORATIONAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,290 treasury shares as restricted stock compensation to 4 directors. The transfer restriction period is 30 years, from 24 April 2026 to 23 April 2056.

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51Recurring
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Direction
Neutral
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Scale
3290
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,290Shares

3,290 treasury shares

4 directors of the Company (excluding outside directors and directors residing outside Japan)3,290 shares

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

¥3,855 per share
Amount of funds to be raised

Total payment amount: ¥12,682,950 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary claims: ¥12,682,950 (annual compensation limit: ¥30 million or less)
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 24 April 2026 to 23 April 2056 (30 years)
Conditions for lifting transfer restrictions
Subject to continuous service in a designated position at the Company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, reaching the mandatory retirement age or other legitimate reasons, the transfer restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the holder commits a violation of laws or regulations during the transfer restriction period or becomes subject to any other event specified in the allocation agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered
4 of the Company's directors, excluding outside directors and directors residing outside Japan; 3,290 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,855. 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 of3,290 treasury shares
Issue price and disposal price¥3,855 per share
Amount of funds to be raisedTotal payment amount: ¥12,682,950 (estimated net proceeds: Not disclosed)
Payment date24 April 2026
Intended allotteeName 4 directors of the Company (excluding outside directors and directors residing outside Japan) / Number of Shares 3,290 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of. During the transfer restriction period, they will be managed in a designated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 25 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,855. No discount or premium rate was stated.
Transfer restriction periodFrom 24 April 2026 to 23 April 2056 (30 years)
Conditions for lifting transfer restrictionsSubject to continuous service in a designated position at the Company or one of its subsidiaries during the service provision period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In the event of retirement or resignation due to expiration of the term of office, reaching the mandatory retirement age or other legitimate reasons, the transfer restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the holder commits a violation of laws or regulations during the transfer restriction period or becomes subject to any other event specified in the allocation agreement, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the restrictions are lifted.
Categories and Number of Persons Covered4 of the Company's directors, excluding outside directors and directors residing outside Japan; 3,290 shares
Total Stock-Based CompensationTotal monetary claims: ¥12,682,950 (annual compensation limit: ¥30 million or less)
Items this document does not state (15)
Total issue valueEstimated 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 for the sustainable enhancement of corporate value and promote value sharing with shareholders. The compensation amount was also calculated based on the scope of responsibilities of each eligible director and the Company's business performance, among other factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DAYTONA CORPORATION (7228) timely disclosure | Komori