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Share Issuance and Disposal7868KOSAIDO Holdings Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 6,600 common shares to 2 directors as restricted stock compensation. The payment date is 29 July 2026, and the shares will be issued at ¥543 per share.

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Direction
Neutral
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Scale
6600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much6,600Shares

6,600 common shares (new shares)

2 directors, excluding outside directors6,600 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥543 per share
Total issue value

¥3,583,800

Amount of funds to be raised
Total payment amount: ¥3,583,800; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables of ¥3,583,800 (annual remuneration limit: no more than ¥10 million)
Existing Shares and Increase
+0.00%Rate of increase
164,340,045 shares164,346,645Shares

0.004% (against the total number of issued shares of 164,340,045 as of 31 March 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 29 July 2026 (the payment date) through the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictions
The eligible director must continuously remain a director of the Company throughout 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. If the director ceases to hold office due to death or another reason deemed justifiable by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the director's months in office.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
2 directors (excluding outside directors), with 6,600 shares allotted
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 29 July 2026 through the date on which the holder ceases to be a director of the Company.
Payment date
29 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 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥543. The discount or premium rate was not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of6,600 common shares (new shares)
Issue price and disposal price¥543 per share
Total issue value¥3,583,800
Amount of funds to be raisedTotal payment amount: ¥3,583,800; estimated net proceeds: not disclosed
Payment date29 July 2026
Intended allotteeName 2 directors, excluding outside directors / Number of Shares 6,600 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 29 July 2026 through the date on which the holder ceases to be a director of the Company.
Dilution Rate0.004% (against the total number of issued shares of 164,340,045 as of 31 March 2026)
Total number of issued shares164,340,045 shares → 164,346,645 shares(0.004%)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥543. The discount or premium rate was not disclosed.
Transfer restriction periodFrom 29 July 2026 (the payment date) through the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictionsThe eligible director must continuously remain a director of the Company throughout 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. If the director ceases to hold office due to death or another reason deemed justifiable by the Company's Board of Directors, the restrictions will be lifted for the number of shares corresponding to the director's months in office.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered2 directors (excluding outside directors), with 6,600 shares allotted
Total Stock-Based CompensationTotal monetary remuneration receivables of ¥3,583,800 (annual remuneration limit: no more than ¥10 million)
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise 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 directors with an incentive to achieve sustained improvement in corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other relevant circumstances.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | KOSAIDO Holdings Co.,Ltd. (7868) timely disclosure | Komori