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Share Issuance and Disposal8864AIRPORT FACILITIES Co.,LTD.Real Estate

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 55,826 treasury shares at ¥900 per share as restricted stock compensation for 13 directors and executive officers. The total disposal amount is ¥50,243,400, and the transfer restrictions will remain in place until retirement or resignation.

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55826
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much55,826Shares

55,826 treasury shares

5 of the Company's directors, excluding outside directors35,418 shares
8 executive officers who do not concurrently serve as directors of the Company20,408 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.

¥900 per share
Total issue value

¥50,243,400

Amount of funds to be raised
Total amount paid in: ¥50,243,400; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥50,243,400. For eligible directors, the compensation framework provides for monetary receivables of up to ¥60 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 10 June 2026 until immediately after the recipient retires or resigns from all positions as a director of the Company or as an executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictions
If the recipient retires or resigns upon expiration of the term of office, due to death or for any other legitimate reason, all transfer restrictions on the allocated shares will be lifted when the transfer restriction period expires. In the event of a corporate reorganization or other similar event, the restrictions will be lifted by resolution of the Board of Directors as of immediately before the business day preceding the effective date of the corporate reorganization or other event.
Reason for acquisition without consideration
If the recipient retires or resigns before the transfer restriction period expires for a reason other than expiration of the term of office, death or another legitimate reason, or if the recipient engages in a violation of laws or regulations or falls under any other specified circumstance set forth in the allocation agreement during the transfer restriction period.
Categories and Number of Persons Covered
5 of the Company's directors, excluding outside directors: 35,418 shares; 8 executive officers who do not concurrently serve as directors of the Company: 20,408 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to any third party, creating security interests over them or otherwise disposing of them. The transfer restriction period runs from 10 June 2026 until immediately after the recipient retires or resigns from all positions as a director of the Company or as an executive officer who does not concurrently serve as a director.
Payment date
10 June 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 14 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥900. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
The matter was referred to the Compensation Committee for consultation.
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 of55,826 treasury shares
Issue price and disposal price¥900 per share
Total issue value¥50,243,400
Amount of funds to be raisedTotal amount paid in: ¥50,243,400; estimated net proceeds: not disclosed
Payment date10 June 2026
Intended allotteeName 5 of the Company's directors, excluding outside directors / Number of Shares 35,418 shares, Name 8 executive officers who do not concurrently serve as directors of the Company / Number of Shares 20,408 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to any third party, creating security interests over them or otherwise disposing of them. The transfer restriction period runs from 10 June 2026 until immediately after the recipient retires or resigns from all positions as a director of the Company or as an executive officer who does not concurrently serve as a director.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 14 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥900. No discount or premium rate was disclosed.
Transfer restriction periodFrom 10 June 2026 until immediately after the recipient retires or resigns from all positions as a director of the Company or as an executive officer who does not concurrently serve as a director
Conditions for lifting transfer restrictionsIf the recipient retires or resigns upon expiration of the term of office, due to death or for any other legitimate reason, all transfer restrictions on the allocated shares will be lifted when the transfer restriction period expires. In the event of a corporate reorganization or other similar event, the restrictions will be lifted by resolution of the Board of Directors as of immediately before the business day preceding the effective date of the corporate reorganization or other event.
Reason for acquisition without considerationIf the recipient retires or resigns before the transfer restriction period expires for a reason other than expiration of the term of office, death or another legitimate reason, or if the recipient engages in a violation of laws or regulations or falls under any other specified circumstance set forth in the allocation agreement during the transfer restriction period.
Categories and Number of Persons Covered5 of the Company's directors, excluding outside directors: 35,418 shares; 8 executive officers who do not concurrently serve as directors of the Company: 20,408 shares
Total Stock-Based CompensationTotal monetary receivables: ¥50,243,400. For eligible directors, the compensation framework provides for monetary receivables of up to ¥60 million per year.
Procedures under the Corporate Code of ConductThe matter was referred to the Compensation Committee for consultation.
Items this document does not state (13)
Estimated 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 an incentive to drive sustainable growth in corporate value and promote value sharing with shareholders, as well as to further enhance the motivation of each eligible director and other recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | AIRPORT FACILITIES Co.,LTD. (8864) timely disclosure | Komori