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Share Issuance and Disposal9003Sotetsu Holdings,Inc.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Sotetsu Holdings, Inc. resolved to dispose of 25,105 treasury shares as restricted stock compensation to 17 people, including directors and executive officers. The shares may not be transferred until the recipient ceases to hold the relevant position, and the transfer restrictions will be lifted if certain conditions are met.

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Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,105Shares

25,105 treasury shares

Directors of the Company (excluding outside directors)4 / 10,405 shares
The Company's executive officers and Sotetsu Group executive officers13 / 14,700 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.

¥2,413.5 per share
Total issue value

¥60,590,918

Total Stock-Based Compensation
Total monetary compensation receivables of ¥60,590,918. Total annual compensation and other payments to eligible directors are capped at ¥50 million, and restricted stock is capped at 30,000 shares per year.
発行済株式総数

0.03% (based on the 98,145,499 issued shares as of 31 March 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 24 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or Sotetsu Group executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the relevant position through the date of the first annual general meeting of shareholders of the Company held after the start date of the transfer restriction period. If the recipient ceases to hold the position for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office. In the event of a reorganisation or similar transaction, a specified proportion of the restrictions will also be lifted.
Reason for acquisition without consideration
If the recipient ceases to hold the relevant position before the day preceding the date of the first annual general meeting of shareholders of the Company, unless the Board of Directors recognises a valid reason. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted because the conditions for lifting them were not met, as well as any shares whose transfer restrictions are not lifted in connection with a reorganisation or similar transaction.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 10,405 shares; 13 executive officers of the Company and Sotetsu Group executive officers, 14,700 shares
Intended allottee's holding policy
The shares will be subject to transfer restrictions from 24 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or Sotetsu Group executive officer of the Company. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥2,413.5. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 158th annual general meeting of shareholders held on 26 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the compensation limit, the share limit and the transfer restriction period, among other matters.
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 of25,105 treasury shares
Issue price and disposal price¥2,413.5 per share
Total issue value¥60,590,918
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 10,405 shares, Category The Company's executive officers and Sotetsu Group executive officers / Number of Employees 13 / Number of Shares 14,700 shares
Intended allottee's holding policyThe shares will be subject to transfer restrictions from 24 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or Sotetsu Group executive officer of the Company. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities.
Dilution Rate0.03% (based on the 98,145,499 issued shares as of 31 March 2026)
Total number of issued shares98,145,499 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥2,413.5. No discount or premium.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or Sotetsu Group executive officer of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the relevant position through the date of the first annual general meeting of shareholders of the Company held after the start date of the transfer restriction period. If the recipient ceases to hold the position for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office. In the event of a reorganisation or similar transaction, a specified proportion of the restrictions will also be lifted.
Reason for acquisition without considerationIf the recipient ceases to hold the relevant position before the day preceding the date of the first annual general meeting of shareholders of the Company, unless the Board of Directors recognises a valid reason. The Company will also acquire without consideration any shares for which the transfer restrictions have not been lifted because the conditions for lifting them were not met, as well as any shares whose transfer restrictions are not lifted in connection with a reorganisation or similar transaction.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 10,405 shares; 13 executive officers of the Company and Sotetsu Group executive officers, 14,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥60,590,918. Total annual compensation and other payments to eligible directors are capped at ¥50 million, and restricted stock is capped at 30,000 shares per year.
Procedures under the Corporate Code of ConductAt the 158th annual general meeting of shareholders held on 26 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the compensation limit, the share limit and the transfer restriction period, among other matters.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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 directors, executive officers and others with an incentive to achieve sustained growth in corporate value and to promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Sotetsu Holdings,Inc. (9003) timely disclosure | Komori