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Share Issuance and Disposal7438KONDOTEC INC.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation

Pursuant to a resolution of the Board of Directors, 47,800 treasury shares will be disposed of as restricted stock compensation for 8 directors and 8 executive officers. The recipients will be provided with monetary compensation claims and will contribute the full amount in kind.

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47800
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much47,800Shares

47,800 common shares of the Company (treasury shares)

8 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors)38,200 shares
8 executive officers of the Company9,600 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.

¥1,477 per share
Total issue value

¥70,600,600

Amount of funds to be raised
Total amount to be paid: ¥70,600,600; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥56,421,400 for the eligible directors and total monetary compensation claims of ¥14,179,200 for the eligible executive officers
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 15 July 2026 until the later of the date on which the applicable director or other recipient retires or leaves employment due to the expiration of their term of office or for other reasons, or the date exceeding 3 months after the end of the fiscal year in which the delivery date falls
Conditions for lifting transfer restrictions
Provided that the recipient has continuously held a position as a director, executive officer, executive officer with an executive mandate or employee of the Company or one of its subsidiaries throughout the service period, all transfer restrictions will be lifted upon expiration of the restricted transfer period. In the event of retirement or resignation for a justifiable reason, or death, the restrictions will be lifted for the number of shares corresponding to the number of months of service.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 8 independent officers / Number of allocated shares 38,200 shares, Category Executive officers of the Company / Number of Employees 8 independent officers / Number of allocated shares 9,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
15 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 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,477. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 69th Annual General Meeting of Shareholders held on 22 June 2021, approval was obtained for monetary compensation claims of up to ¥120 million per year for eligible directors and the issuance or disposal of up to 73,800 shares per year.
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 of47,800 common shares of the Company (treasury shares)
Issue price and disposal price¥1,477 per share
Total issue value¥70,600,600
Amount of funds to be raisedTotal amount to be paid: ¥70,600,600; estimated net proceeds: Not disclosed
Payment date15 July 2026
Intended allotteeName 8 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 38,200 shares, Name 8 executive officers of the Company / Number of Shares 9,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 23 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,477. No discount or premium was applied.
Transfer restriction periodFrom 15 July 2026 until the later of the date on which the applicable director or other recipient retires or leaves employment due to the expiration of their term of office or for other reasons, or the date exceeding 3 months after the end of the fiscal year in which the delivery date falls
Conditions for lifting transfer restrictionsProvided that the recipient has continuously held a position as a director, executive officer, executive officer with an executive mandate or employee of the Company or one of its subsidiaries throughout the service period, all transfer restrictions will be lifted upon expiration of the restricted transfer period. In the event of retirement or resignation for a justifiable reason, or death, the restrictions will be lifted for the number of shares corresponding to the number of months of service.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the restrictions are lifted, the Company will automatically acquire those shares without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 8 independent officers / Number of allocated shares 38,200 shares, Category Executive officers of the Company / Number of Employees 8 independent officers / Number of allocated shares 9,600 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥56,421,400 for the eligible directors and total monetary compensation claims of ¥14,179,200 for the eligible executive officers
Procedures under the Corporate Code of ConductAt the 69th Annual General Meeting of Shareholders held on 22 June 2021, approval was obtained for monetary compensation claims of up to ¥120 million per year for eligible directors and the issuance or disposal of up to 73,800 shares per year.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 promote the sharing of value with shareholders by having the recipients own shares of the Company, and to increase their motivation to contribute to the enhancement of corporate value.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation | KONDOTEC INC. (7438) timely disclosure | Komori