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Share Issuance and Disposal7246PRESS KOGYO CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 66,900 treasury shares to 20 directors and executive officers as restricted stock compensation. The disposal price is ¥775 per share, and the shares will be subject to transfer restrictions conditional on the recipients remaining in office or employment, among other conditions.

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66900
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much66,900Shares

66,900 shares of the Company's common stock (treasury shares)

The Company's directors, excluding directors serving as Audit and Supervisory Committee members, non-executive directors and outside directors6 / 33,200 shares
The Company's executive officers who do not concurrently serve as directors14 / 33,700 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.

¥775 per share
Amount of funds to be raised

Total payment amount: ¥51,847,500 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary claims: ¥51,847,500 (the annual monetary compensation limit for eligible directors is ¥60 million or less)
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 24 July 2026 until immediately after the recipient retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The directors must continuously hold the prescribed position from the date of the annual general meeting of shareholders held in the fiscal year including the disposal date until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. Executive officers who do not concurrently serve as directors must continuously hold the prescribed position from the first day through the last day of the fiscal year including the disposal date. In the event of retirement or resignation for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months in service divided by the number of months in the applicable service period (12).
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations during the transfer restriction period or becomes subject to any other specified event under the applicable allocation agreement, the Company will acquire all of the relevant allocated shares without consideration at that time. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place at the end of the transfer restriction period or when the restrictions are lifted following retirement or resignation for a legitimate reason.
Categories and Number of Persons Covered
Category The Company's directors, excluding directors serving as Audit and Supervisory Committee members, non-executive directors and outside directors / Number of Employees 6 / Number of allocated shares 33,200 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of allocated shares 33,700 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. The transfer restriction period runs from 24 July 2026 until immediately after the recipient retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the Board of Directors' resolution date, was ¥775. No discount or premium was specified.
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 of66,900 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥775 per share
Amount of funds to be raisedTotal payment amount: ¥51,847,500 (estimated net proceeds: Not disclosed)
Payment date24 July 2026
Intended allotteeName The Company's directors, excluding directors serving as Audit and Supervisory Committee members, non-executive directors and outside directors / Number of Employees 6 / Number of Shares 33,200 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of Shares 33,700 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. The transfer restriction period runs from 24 July 2026 until immediately after the recipient retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries.
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 paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 24 June 2026, the business day preceding the Board of Directors' resolution date, was ¥775. No discount or premium was specified.
Transfer restriction periodFrom 24 July 2026 until immediately after the recipient retires or resigns from any position as an officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe directors must continuously hold the prescribed position from the date of the annual general meeting of shareholders held in the fiscal year including the disposal date until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. Executive officers who do not concurrently serve as directors must continuously hold the prescribed position from the first day through the last day of the fiscal year including the disposal date. In the event of retirement or resignation for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months in service divided by the number of months in the applicable service period (12).
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations during the transfer restriction period or becomes subject to any other specified event under the applicable allocation agreement, the Company will acquire all of the relevant allocated shares without consideration at that time. The Company will also acquire without consideration any shares for which the transfer restrictions remain in place at the end of the transfer restriction period or when the restrictions are lifted following retirement or resignation for a legitimate reason.
Categories and Number of Persons CoveredCategory The Company's directors, excluding directors serving as Audit and Supervisory Committee members, non-executive directors and outside directors / Number of Employees 6 / Number of allocated shares 33,200 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 14 / Number of allocated shares 33,700 shares
Total Stock-Based CompensationTotal monetary claims: ¥51,847,500 (the annual monetary compensation limit for eligible directors is ¥60 million or less)
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 the eligible directors and others with an incentive to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | PRESS KOGYO CO.,LTD. (7246) timely disclosure | Komori