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Share Issuance and Disposal7994OKAMURA CORPORATIONInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 36,628 treasury shares as restricted stock compensation for 24 directors and executive officers. The shares will be granted subject to a 30-year transfer restriction.

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Scale
826.06024
¥ million
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much36,628Shares

Common shares: 36,628 shares (treasury shares)

6 of the Company's directors, excluding outside directors18,231 shares
18 executive officers who do not concurrently serve as directors of the Company18,397 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.

¥2,258 per share
Amount of funds to be raised

Total monetary compensation claims: ¥82,706,024 (the full amount to be contributed in kind) / Estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥82,706,024
発行済株式総数

The total number of issued shares will not increase

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
7 August 2026 to 6 August 2056 (30 years; however, if the semiannual report has not been filed, the period will continue until the filing date)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the following positions during the transfer restriction period—director of the Company, executive officer who does not concurrently serve as a director, or another equivalent position—the transfer restrictions on all shares will be lifted upon expiration of the period. If the recipient leaves office or employment upon expiration of the term or for another legitimate reason, the transfer restrictions will be lifted on the number of shares corresponding to the period of service or employment.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in conduct that violates laws or regulations or falls under another specified event set forth in the allocation agreement, the Company will acquire all of the shares without consideration. Shares whose transfer restrictions are not lifted when the restrictions are released will also be acquired without consideration.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 18,231 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 18 / Number of allocated shares 18,397 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of ¥2,258 on the Tokyo Stock Exchange Prime Market on 9 July 2026. No discount or premium.
Procedures under the Corporate Code of Conduct
The matter was reviewed by the Compensation Committee. Opinions from other independent third parties and confirmation of shareholders' intentions are Not disclosed.
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 ofCommon shares: 36,628 shares (treasury shares)
Issue price and disposal price¥2,258 per share
Amount of funds to be raisedTotal monetary compensation claims: ¥82,706,024 (the full amount to be contributed in kind) / Estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName 6 of the Company's directors, excluding outside directors / Number of Shares 18,231 shares, Name 18 executive officers who do not concurrently serve as directors of the Company / Number of Shares 18,397 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Total number of issued sharesThe total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of ¥2,258 on the Tokyo Stock Exchange Prime Market on 9 July 2026. No discount or premium.
Transfer restriction period7 August 2026 to 6 August 2056 (30 years; however, if the semiannual report has not been filed, the period will continue until the filing date)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds one of the following positions during the transfer restriction period—director of the Company, executive officer who does not concurrently serve as a director, or another equivalent position—the transfer restrictions on all shares will be lifted upon expiration of the period. If the recipient leaves office or employment upon expiration of the term or for another legitimate reason, the transfer restrictions will be lifted on the number of shares corresponding to the period of service or employment.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in conduct that violates laws or regulations or falls under another specified event set forth in the allocation agreement, the Company will acquire all of the shares without consideration. Shares whose transfer restrictions are not lifted when the restrictions are released will also be acquired without consideration.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 6 / Number of allocated shares 18,231 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 18 / Number of allocated shares 18,397 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥82,706,024
Procedures under the Corporate Code of ConductThe matter was reviewed by the Compensation Committee. Opinions from other independent third parties and confirmation of shareholders' intentions are Not disclosed.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive for the sustained enhancement of corporate value, promote value sharing with shareholders, and further increase the motivation of the eligible recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | OKAMURA CORPORATION (7994) timely disclosure | Komori