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Share Issuance and Disposal7296F.C.C.CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,413 treasury shares as restricted stock compensation for 4 directors and 6 executive officers. The payment date is 22 July 2026.

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12413
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,413Shares

12,413 common shares of the Company (treasury shares)

4 directors (excluding outside directors and directors who are Audit & Supervisory Committee members)8,484 shares
6 executive officers3,929 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.

¥3,420 per share
Total issue value

¥42,452,460

Amount of funds to be raised
Total payment amount: ¥42,452,460; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥42,452,460 (the total annual compensation for eligible directors under this plan is capped at ¥100 million)
発行済株式総数

0.03% (based on the number of shares contracted as of today)

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 22 July 2026 (the payment date) until the date on which the recipient ceases to be either a director or an executive officer of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director or executive officer of the Company during the service period from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year, all transfer restrictions on the allocated shares will be lifted on the day following the recipient's departure. If the recipient departs due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted for the number of shares corresponding to the prescribed number of months.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted at the end of the restriction period. The Company will also acquire the shares without consideration if the recipient violates any law, internal rule or restricted stock allocation agreement, or otherwise meets any of the grounds for acquisition without consideration prescribed by the Board of Directors.
Categories and Number of Persons Covered
Category Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 8,484 shares, Category Executive officers / Number of Employees 6 / Number of allocated shares 3,929 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 22 July 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,420. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 91st Annual General Meeting of Shareholders held on 22 June 2021, approval was obtained to grant restricted stock to eligible directors under a separate framework from the existing monetary compensation framework.
Impact on Business Performance
The dilution resulting from this disposal of treasury shares is minimal at 0.03% (based on the number of shares contracted as of today), and the Company considers the disposal reasonable in light of the purpose of this plan and other relevant factors.
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 of12,413 common shares of the Company (treasury shares)
Issue price and disposal price¥3,420 per share
Total issue value¥42,452,460
Amount of funds to be raisedTotal payment amount: ¥42,452,460; estimated net proceeds: Not disclosed
Payment date22 July 2026
Intended allotteeCategory 4 directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Shares 8,484 shares, Category 6 executive officers / Number of Shares 3,929 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from 22 July 2026 until the date on which the recipient ceases to be either a director or an executive officer of the Company.
Dilution Rate0.03% (based on the number of shares contracted as of today)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,420. No discount or premium was stated.
Transfer restriction periodFrom 22 July 2026 (the payment date) until the date on which the recipient ceases to be either a director or an executive officer of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director or executive officer of the Company during the service period from the date of the Company's annual general meeting of shareholders immediately preceding the payment date through the date of the Company's annual general meeting of shareholders held in the following year, all transfer restrictions on the allocated shares will be lifted on the day following the recipient's departure. If the recipient departs due to death or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted for the number of shares corresponding to the prescribed number of months.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted at the end of the restriction period. The Company will also acquire the shares without consideration if the recipient violates any law, internal rule or restricted stock allocation agreement, or otherwise meets any of the grounds for acquisition without consideration prescribed by the Board of Directors.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 4 / Number of allocated shares 8,484 shares, Category Executive officers / Number of Employees 6 / Number of allocated shares 3,929 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥42,452,460 (the total annual compensation for eligible directors under this plan is capped at ¥100 million)
Procedures under the Corporate Code of ConductAt the 91st Annual General Meeting of Shareholders held on 22 June 2021, approval was obtained to grant restricted stock to eligible directors under a separate framework from the existing monetary compensation framework.
Impact on Business PerformanceThe dilution resulting from this disposal of treasury shares is minimal at 0.03% (based on the number of shares contracted as of today), and the Company considers the disposal reasonable in light of the purpose of this plan and other relevant factors.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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 the recipients with an incentive to sustainably enhance the Company's corporate value and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | F.C.C.CO.,LTD. (7296) timely disclosure | Komori