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Share Issuance and Disposal7299FUJI OOZX Inc.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 26,822 treasury shares as restricted stock compensation to 10 directors and executive officers. The payment date is 10 July 2026, and the total disposal amount is ¥44,685,452.

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Scale
26822
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much26,822Shares

26,822 common shares of the Company (treasury shares)

5 directors who are not Audit & Supervisory Committee Members, excluding outside directors17,891 shares
1 director who is an Audit & Supervisory Committee Member, excluding outside directors2,540 shares
4 executive officers of the Company6,391 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.

¥1,666 per share
Total issue value

¥44,685,452

Total Stock-Based Compensation
Total monetary compensation claims: ¥44,685,452. The annual compensation limits are ¥300 million or less for directors who are not Audit & Supervisory Committee Members and ¥50 million or less for directors who are Audit & Supervisory Committee Members.
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 10 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company from the start date of the transfer restriction period through the date of the first annual general meeting of shareholders held thereafter, or, for executive officers, through the last day of the first fiscal year ending thereafter. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without consideration
If a recipient resigns or retires without a valid reason before the prescribed reference date, if the transfer restrictions remain in place when the transfer restriction period expires, or if the recipient resigns or retires in connection with a corporate reorganization or other similar event, the Company will acquire without consideration the shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors who are not Audit & Supervisory Committee Members (excluding outside directors) / Number of Employees 5 / Number of allocated shares 17,891 shares, Category Directors serving as Audit and Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of allocated shares 2,540 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 6,391 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make lifetime gifts or bequests, or otherwise dispose of the shares in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026 was ¥1,666. The closing price on the business day immediately preceding the resolution date was used, with no discount or premium.
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 of26,822 common shares of the Company (treasury shares)
Issue price and disposal price¥1,666 per share
Total issue value¥44,685,452
Payment date10 July 2026
Intended allotteeName 5 directors who are not Audit & Supervisory Committee Members, excluding outside directors / Number of Shares 17,891 shares, Name 1 director who is an Audit & Supervisory Committee Member, excluding outside directors / Number of Shares 2,540 shares, Name 4 executive officers of the Company / Number of Shares 6,391 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the recipients may not transfer the shares to any third party, create a pledge or security interest by way of transfer, make lifetime gifts or bequests, or otherwise dispose of the shares in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 18 June 2026 was ¥1,666. The closing price on the business day immediately preceding the resolution date was used, with no discount or premium.
Transfer restriction periodFrom 10 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company from the start date of the transfer restriction period through the date of the first annual general meeting of shareholders held thereafter, or, for executive officers, through the last day of the first fiscal year ending thereafter. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in part in proportion to the period of service.
Reason for acquisition without considerationIf a recipient resigns or retires without a valid reason before the prescribed reference date, if the transfer restrictions remain in place when the transfer restriction period expires, or if the recipient resigns or retires in connection with a corporate reorganization or other similar event, the Company will acquire without consideration the shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors who are not Audit & Supervisory Committee Members (excluding outside directors) / Number of Employees 5 / Number of allocated shares 17,891 shares, Category Directors serving as Audit and Supervisory Committee members (excluding outside directors) / Number of Employees 1 / Number of allocated shares 2,540 shares, Category Executive officers / Number of Employees 4 / Number of allocated shares 6,391 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥44,685,452. The annual compensation limits are ¥300 million or less for directors who are not Audit & Supervisory Committee Members and ¥50 million or less for directors who are Audit & Supervisory Committee Members.
Items this document does not state (15)
Amount of funds to be raisedEstimated 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.

The purpose is to enable recipients to share with shareholders both the benefits and risks of share price fluctuations, strengthen their motivation to contribute to share price appreciation and enhancement of corporate value, prevent damage to corporate value, and ensure the proper functioning of oversight.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | FUJI OOZX Inc. (7299) timely disclosure | Komori