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Share Issuance and Disposal7939KENSOH CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Board of Directors resolved to dispose of 12,157 treasury shares at ¥576 per share to 5 directors as restricted stock compensation. The payment date is 24 July 2026.

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12157
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much12,157Shares

12,157 treasury common shares

5 directors (excluding directors who are Audit and Supervisory Committee members)12,157 shares

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

Issue/disposal price: ¥576 per share
Total issue value

Total issue price: ¥7,002,432

Total Stock-Based Compensation
Total monetary compensation receivables of ¥7,002,432. The total amount of monetary compensation receivables under the plan is limited to ¥15 million per year.
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 24 July 2026 until the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
In principle, all transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. In the event of death, early departure for a justifiable reason or a corporate reorganization, part of the restrictions will be lifted according to the prescribed calculation method.
Reason for acquisition without consideration
If an eligible director dies or ceases to hold office upon expiry of the term, reaching the mandatory retirement age or for any reason other than a justifiable reason, all of the shares will be acquired by the Company without consideration. In the event of early departure for a justifiable reason or a corporate reorganization, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted. Other cases will be governed by the allocation agreement.
Categories and Number of Persons Covered
5 directors (excluding directors who are Audit and Supervisory Committee members), 12,157 shares
Intended allottee's holding policy
The transfer restriction period runs from the payment date until the eligible director ceases to hold the position of director of the Company. During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥576. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the monetary compensation receivables under the plan and the upper limit on the total number of shares, among other matters. The current disposal was resolved at a meeting of the Board of Directors held on 25 June 2026.
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 of12,157 treasury common shares
Issue price and disposal priceIssue/disposal price: ¥576 per share
Total issue valueTotal issue price: ¥7,002,432
Payment date24 July 2026
Intended allotteeCategory 5 directors (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 12,157 shares
Intended allottee's holding policyThe transfer restriction period runs from the payment date until the eligible director ceases to hold the position of director of the Company. During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥576. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026 until the eligible director ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsIn principle, all transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the eligible director has continuously held the position of director of the Company throughout the transfer restriction period. In the event of death, early departure for a justifiable reason or a corporate reorganization, part of the restrictions will be lifted according to the prescribed calculation method.
Reason for acquisition without considerationIf an eligible director dies or ceases to hold office upon expiry of the term, reaching the mandatory retirement age or for any reason other than a justifiable reason, all of the shares will be acquired by the Company without consideration. In the event of early departure for a justifiable reason or a corporate reorganization, the Company will acquire without consideration any shares whose transfer restrictions have not been lifted. Other cases will be governed by the allocation agreement.
Categories and Number of Persons Covered5 directors (excluding directors who are Audit and Supervisory Committee members), 12,157 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥7,002,432. The total amount of monetary compensation receivables under the plan is limited to ¥15 million per year.
Procedures under the Corporate Code of ConductAt the Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the monetary compensation receivables under the plan and the upper limit on the total number of shares, among other matters. The current disposal was resolved at a meeting of the Board of Directors held on 25 June 2026.
Items this document does not state (14)
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 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 provide the eligible directors with an incentive to achieve sustained growth in the Company's corporate value and to promote value sharing with shareholders. The number of shares and allocation were determined after considering the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KENSOH CO.,LTD. (7939) timely disclosure | Komori