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Share Issuance and Disposal7504KOHSOKU CORPORATIONTrading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 60,340 treasury shares as stock-based compensation for directors, executive officers and employees. The total disposal price is ¥227,783,500, and the shares will be subject to transfer restrictions based on factors including the period of service or employment.

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Direction
Neutral
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Scale
60340
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much60,340Shares

60,340 treasury shares

7 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)29,000 shares
9 executive officers of the Company9,500 shares
92 employees of the company21,840 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.

¥3,775 per share
Total issue value

¥227,783,500

Total Stock-Based Compensation
Total monetary compensation receivables of ¥227,783,500. The annual cap on monetary compensation receivables under the plan for eligible directors is ¥160 million.
発行済株式総数

0.31% (based on 19,553,337 issued shares excluding treasury shares as of 30 June 2026)

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 5 August 2026 until the date on which the allotment recipients cease to hold any position as a director, executive officer or employee of the company
Conditions for lifting transfer restrictions
The allotment recipient must continuously hold a position as a director, executive officer or employee of the company from 5 August 2026 through the date of the first annual general meeting of shareholders held thereafter. In the event of a departure or retirement for a legitimate reason, the restrictions will be lifted in proportion to the number of months of service or employment. If an executive officer or employee departs or retires upon expiration of their term or upon reaching the mandatory retirement age, all restrictions will be lifted.
Reason for acquisition without consideration
If the allotment recipient departs or retires without a legitimate reason before the day preceding the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions and those restrictions are not lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 7 / Number of allocated shares 29,000 shares, Category Executive officers / Number of Employees 9 / Number of allocated shares 9,500 shares, Category Employees / Number of Employees 92 / Number of allocated shares 21,840 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, used to create a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 9 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,775. No discount or premium applies.
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 of60,340 treasury shares
Issue price and disposal price¥3,775 per share
Total issue value¥227,783,500
Payment date5 August 2026
Intended allotteeCategory 7 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 29,000 shares, Category 9 executive officers of the Company / Number of Shares 9,500 shares, Category 92 employees of the company / Number of Shares 21,840 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to third parties, pledged, used to create a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any manner. The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc.
Dilution Rate0.31% (based on 19,553,337 issued shares excluding treasury shares as of 30 June 2026)
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 9 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥3,775. No discount or premium applies.
Transfer restriction periodFrom 5 August 2026 until the date on which the allotment recipients cease to hold any position as a director, executive officer or employee of the company
Conditions for lifting transfer restrictionsThe allotment recipient must continuously hold a position as a director, executive officer or employee of the company from 5 August 2026 through the date of the first annual general meeting of shareholders held thereafter. In the event of a departure or retirement for a legitimate reason, the restrictions will be lifted in proportion to the number of months of service or employment. If an executive officer or employee departs or retires upon expiration of their term or upon reaching the mandatory retirement age, all restrictions will be lifted.
Reason for acquisition without considerationIf the allotment recipient departs or retires without a legitimate reason before the day preceding the first annual general meeting of shareholders held thereafter. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions and those restrictions are not lifted due to a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 7 / Number of allocated shares 29,000 shares, Category Executive officers / Number of Employees 9 / Number of allocated shares 9,500 shares, Category Employees / Number of Employees 92 / Number of allocated shares 21,840 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥227,783,500. The annual cap on monetary compensation receivables under the plan for eligible directors is ¥160 million.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KOHSOKU CORPORATION (7504) timely disclosure | Komori