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Share Issuance and Disposal7917ZACROS CorporationMaterials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 18,942 treasury shares as restricted stock compensation to 53 employees. The shares will be allotted on 2 November 2026, and transfers and other dispositions will be restricted until 2 November 2029.

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18942
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,942Shares

18,942 treasury shares

53 employees of the Company: 18,942 shares

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

¥1,217 per share
Total issue value

¥23,052,414

Amount of funds to be raised
Total payment amount through the in-kind contribution of monetary compensation receivables: ¥23,052,414. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥23,052,414
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 2 November 2026 through 2 November 2029 (3 years)
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiry of the period, provided that the recipient has continuously held employee status with the Company throughout the restricted transfer period. If the recipient loses that status due to expiry of the employment period, death, or another reason deemed legitimate by the Board of Directors, all restrictions will be lifted when the status is lost. In the event of a reorganisation or similar event, the restrictions will be lifted under the prescribed conditions immediately before the business day preceding the effective date.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the restricted transfer period.
Categories and Number of Persons Covered
53 employees of the Company: 18,942 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 2 November 2026 through 2 November 2029. During the restricted transfer period, they will be managed in a dedicated account opened with Daiwa Securities Co., Ltd.
Payment date
2 November 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 7 October 2026 was ¥1,217. No discount or premium rate was stated.
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 of18,942 treasury shares
Issue price and disposal price¥1,217 per share
Total issue value¥23,052,414
Amount of funds to be raisedTotal payment amount through the in-kind contribution of monetary compensation receivables: ¥23,052,414. Estimated net proceeds: Not disclosed
Payment date2 November 2026
Intended allottee53 employees of the Company: 18,942 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 2 November 2026 through 2 November 2029. During the restricted transfer period, they will be managed in a dedicated account opened with Daiwa Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 7 October 2026 was ¥1,217. No discount or premium rate was stated.
Transfer restriction periodFrom 2 November 2026 through 2 November 2029 (3 years)
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiry of the period, provided that the recipient has continuously held employee status with the Company throughout the restricted transfer period. If the recipient loses that status due to expiry of the employment period, death, or another reason deemed legitimate by the Board of Directors, all restrictions will be lifted when the status is lost. In the event of a reorganisation or similar event, the restrictions will be lifted under the prescribed conditions immediately before the business day preceding the effective date.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted upon expiry of the restricted transfer period.
Categories and Number of Persons Covered53 employees of the Company: 18,942 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥23,052,414
Items this document does not state (14)
Estimated 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.

To strengthen motivation and engagement in enhancing corporate value by increasing employees’ awareness of their participation in management, their awareness of the Company’s performance and share price, and value sharing with shareholders, while also helping employees build assets.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ZACROS Corporation (7917) timely disclosure | Komori