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Share Issuance and Disposal8117CENTRAL AUTOMOTIVE PRODUCTS LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

It was resolved to dispose of 30,700 treasury shares to 8 directors as restricted stock compensation. The disposal price is ¥2,149 per share, and the transfer restrictions will generally remain in place until the director retires or leaves the Company.

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Scale
30700
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much30,700Shares

Treasury shares of common stock: 30,700 shares

8 directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee members: 30,700 shares

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

¥2,149 per share
Total issue value

¥65,974,300

Amount of funds to be raised
Total payment amount: ¥65,974,300; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration receivables: ¥65,974,300. The monetary remuneration receivables under the plan are limited to ¥180 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 5 August 2026 until the date on which the holder retires or leaves the position of director of the Company. If the retirement or departure date is on or before 30 June 2027, the period extends until 1 July 2027.
Conditions for lifting transfer restrictions
All of the shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the holder remains a director of the Company continuously from 5 August 2026 until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. In the event of retirement upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the number of shares released will be determined according to the period of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or when the transfer restrictions are released, the Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
Directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee members: 8 people, 30,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 5 August 2026 until the date on which the holder retires or leaves the position of director of the Company, subject in certain cases to 1 July 2027.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange Standard Market on 9 July 2026 was ¥2,149. No discount or premium was disclosed.
Procedures under the Corporate Code of Conduct
Resolved by the Board of Directors. No disclosure was made regarding obtaining an opinion from an independent third party or confirming shareholder intentions.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is 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 ofTreasury shares of common stock: 30,700 shares
Issue price and disposal price¥2,149 per share
Total issue value¥65,974,300
Amount of funds to be raisedTotal payment amount: ¥65,974,300; estimated net proceeds: Not disclosed
Payment date5 August 2026
Intended allottee8 directors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee members: 30,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 5 August 2026 until the date on which the holder retires or leaves the position of director of the Company, subject in certain cases to 1 July 2027.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange Standard Market on 9 July 2026 was ¥2,149. No discount or premium was disclosed.
Transfer restriction periodFrom 5 August 2026 until the date on which the holder retires or leaves the position of director of the Company. If the retirement or departure date is on or before 30 June 2027, the period extends until 1 July 2027.
Conditions for lifting transfer restrictionsAll of the shares will be released from the transfer restrictions upon expiration of the transfer restriction period, provided that the holder remains a director of the Company continuously from 5 August 2026 until immediately before the conclusion of the first ordinary general meeting of shareholders held thereafter. In the event of retirement upon expiration of the term of office, reaching the mandatory retirement age or for another legitimate reason, the number of shares released will be determined according to the period of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or when the transfer restrictions are released, the Company will acquire without consideration any of the allocated shares whose transfer restrictions have not been released.
Categories and Number of Persons CoveredDirectors of the Company, excluding outside directors and directors serving as Audit and Supervisory Committee members: 8 people, 30,700 shares
Total Stock-Based CompensationTotal monetary remuneration receivables: ¥65,974,300. The monetary remuneration receivables under the plan are limited to ¥180 million per year.
Procedures under the Corporate Code of ConductResolved by the Board of Directors. No disclosure was made regarding obtaining an opinion from an independent third party or confirming shareholder intentions.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 the Group’s corporate value and shareholder value over the medium to long term, while further promoting the sharing of value with shareholders. The number of shares granted and other terms were determined after taking into account the Company’s performance, the scope of responsibilities of each eligible director, the average tenure of the directors, and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | CENTRAL AUTOMOTIVE PRODUCTS LTD. (8117) timely disclosure | Komori