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Share Issuance and Disposal8144Denkyo Group Holdings Co.,Ltd.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 13,900 treasury shares to 3 Directors, excluding Outside Directors, as restricted stock compensation. The disposal price is ¥1,265 per share, and the transfer restriction will generally remain in place until the recipient retires or leaves a designated position with the Company or one of its subsidiaries.

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Scale
13900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,900Shares

13,900 shares of the Company's common stock (treasury shares)

3 Directors of the Company, excluding Outside Directors: 13,900 shares

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

¥1,265 per share
Total issue value

¥17,583,500

Amount of funds to be raised
Total amount paid: ¥17,583,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥17,583,500. The annual remuneration limit under the scheme is ¥80 million or less.
発行済株式総数

As this is a disposal of treasury shares, 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
From 23 July 2026 until immediately after the time when the recipient retires or leaves a designated position with the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a designated position with the Company or one of its subsidiaries during the transfer restriction period, all of the allocated shares will be released from the transfer restrictions when the period expires. If the recipient retires or leaves for a legitimate reason, the restrictions will be released on the number of shares calculated by multiplying the number of shares held by the number of months in office divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be partially released according to the prescribed calculation method.
Reason for acquisition without consideration
The Company will automatically acquire for no consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
3 Directors of the Company, excluding Outside Directors: 13,900 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Payment date
23 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 25 June 2026, ¥1,265. No discount or premium is 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 of13,900 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,265 per share
Total issue value¥17,583,500
Amount of funds to be raisedTotal amount paid: ¥17,583,500; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allottee3 Directors of the Company, excluding Outside Directors: 13,900 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on 25 June 2026, ¥1,265. No discount or premium is disclosed.
Transfer restriction periodFrom 23 July 2026 until immediately after the time when the recipient retires or leaves a designated position with the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a designated position with the Company or one of its subsidiaries during the transfer restriction period, all of the allocated shares will be released from the transfer restrictions when the period expires. If the recipient retires or leaves for a legitimate reason, the restrictions will be released on the number of shares calculated by multiplying the number of shares held by the number of months in office divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be partially released according to the prescribed calculation method.
Reason for acquisition without considerationThe Company will automatically acquire for no consideration any of the allocated shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered3 Directors of the Company, excluding Outside Directors: 13,900 shares
Total Stock-Based CompensationTotal monetary claims: ¥17,583,500. The annual remuneration limit under the scheme is ¥80 million or less.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 provide the eligible directors with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Denkyo Group Holdings Co.,Ltd. (8144) timely disclosure | Komori