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Share Issuance and Disposal9012Chichibu Railway Co.,Ltd.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,432 treasury shares as restricted stock compensation for 4 directors. The disposal price is ¥2,100 per share, and the payment date is 24 July 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,432Shares

3,432 shares of the Company's common stock (treasury shares)

4 directors of the Company (excluding outside directors), 3,432 shares

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

¥2,100 per share
Total issue value

¥7,207,200

Amount of funds to be raised
Total amount paid: ¥7,207,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥7,207,200
発行済株式総数

0.23% (based on 1,485,166 issued shares excluding treasury shares)

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 eligible recipient ceases to serve as a director of the Company
Conditions for lifting transfer restrictions
The eligible recipient must remain a director of the Company continuously from the start date of the transfer restriction period through the date of the first annual general meeting of shareholders held thereafter. If the recipient ceases to serve as a director for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month containing the date of retirement, divided by 12.
Reason for acquisition without consideration
If the recipient ceases to serve as a director without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held thereafter, if any shares remain subject to transfer restrictions when the restriction period expires, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 3,432 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,100. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 203rd Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and related 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 of3,432 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,100 per share
Total issue value¥7,207,200
Amount of funds to be raisedTotal amount paid: ¥7,207,200; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allottee4 directors of the Company (excluding outside directors), 3,432 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares may not be transferred to a third party, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Dilution Rate0.23% (based on 1,485,166 issued shares excluding treasury shares)
Total number of issued shares1,485,166 shares (excluding treasury shares, as of 31 May 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥2,100. No discount or premium rate was disclosed.
Transfer restriction periodFrom 24 July 2026 until the date on which the eligible recipient ceases to serve as a director of the Company
Conditions for lifting transfer restrictionsThe eligible recipient must remain a director of the Company continuously from the start date of the transfer restriction period through the date of the first annual general meeting of shareholders held thereafter. If the recipient ceases to serve as a director for a legitimate reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month containing the date of retirement, divided by 12.
Reason for acquisition without considerationIf the recipient ceases to serve as a director without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held thereafter, if any shares remain subject to transfer restrictions when the restriction period expires, or if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 3,432 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥7,207,200
Procedures under the Corporate Code of ConductAt the 203rd Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and related matters.
Items this document does not state (11)
Estimated 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 enable the eligible directors to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Chichibu Railway Co.,Ltd. (9012) timely disclosure | Komori