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Share Issuance and Disposal8081KANADEN CORPORATIONTrading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors

The Company resolved to dispose of 14,494 treasury shares without consideration to 4 directors as restricted stock compensation. The allocation comprises 7,247 performance-linked shares and 7,247 service condition-based shares.

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14494
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

14,494 common shares (7,247 performance-linked restricted shares and 7,247 service condition-based restricted shares)

4 directors of the Company, excluding outside directors, 14,494 shares (7,247 performance-linked restricted shares and 7,247 service-condition restricted shares)

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

¥2,451 per share
Total issue value

¥35,524,794

Amount of funds to be raised
Total amount to be paid: not stated because the shares are delivered without consideration. Estimated net proceeds: not stated
Total Stock-Based Compensation
Monetary compensation receivables of up to ¥50 million per year (the compensation limit under the plan)
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 25 August 2026 (the allotment date) until the date of the annual general meeting of shareholders for the fiscal year ending March 2029
Conditions for lifting transfer restrictions
For the performance-linked shares, the restrictions will be lifted for the number of shares determined according to the achievement levels for consolidated operating profit, consolidated operating profit margin, ROE and non-financial targets, provided that the recipient remains in the prescribed position throughout the restriction period. For the service condition-based shares, the restrictions will be lifted provided that the recipient remains in the prescribed position throughout the restriction period.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors, 14,494 shares (7,247 performance-linked restricted shares and 7,247 service-condition restricted shares)
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors’ resolution, 31 July 2026, was ¥2,451. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The plan and its amendments were approved at the 168th Annual General Meeting of Shareholders held on 20 June 2018 and the 171st Annual General Meeting of Shareholders held on 24 June 2021.
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 of14,494 common shares (7,247 performance-linked restricted shares and 7,247 service condition-based restricted shares)
Issue price and disposal price¥2,451 per share
Total issue value¥35,524,794
Amount of funds to be raisedTotal amount to be paid: not stated because the shares are delivered without consideration. Estimated net proceeds: not stated
Intended allottee4 directors of the Company, excluding outside directors, 14,494 shares (7,247 performance-linked restricted shares and 7,247 service-condition restricted shares)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors’ resolution, 31 July 2026, was ¥2,451. No discount or premium was stated.
Transfer restriction periodFrom 25 August 2026 (the allotment date) until the date of the annual general meeting of shareholders for the fiscal year ending March 2029
Conditions for lifting transfer restrictionsFor the performance-linked shares, the restrictions will be lifted for the number of shares determined according to the achievement levels for consolidated operating profit, consolidated operating profit margin, ROE and non-financial targets, provided that the recipient remains in the prescribed position throughout the restriction period. For the service condition-based shares, the restrictions will be lifted provided that the recipient remains in the prescribed position throughout the restriction period.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors, 14,494 shares (7,247 performance-linked restricted shares and 7,247 service-condition restricted shares)
Total Stock-Based CompensationMonetary compensation receivables of up to ¥50 million per year (the compensation limit under the plan)
Procedures under the Corporate Code of ConductThe plan and its amendments were approved at the 168th Annual General Meeting of Shareholders held on 20 June 2018 and the 171st Annual General Meeting of Shareholders held on 24 June 2021.
Items this document does not state (15)
Estimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution 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.

The shares will be granted as consideration for the directors’ performance of their duties. The purpose is to strengthen incentives for the sustained enhancement of corporate value and promote value sharing with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | KANADEN CORPORATION (8081) timely disclosure | Komori