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Share Issuance and Disposal9041Kintetsu Group Holdings Co.,Ltd.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,500 treasury shares to 5 directors and 9 executive officers as restricted stock compensation. The recipients will be granted monetary compensation receivables totaling ¥35,532,000, in exchange for which the shares will be allotted through an in-kind contribution.

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Direction
Neutral
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Scale
10500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,500Shares

10,500 treasury shares

5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)4,900 shares
9 executive officers who do not concurrently serve as directors of the Company5,600 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.

¥3,384 per share
Amount of funds to be raised

Total payment amount: ¥35,532,000 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation receivables: ¥35,532,000. The annual limit for monetary compensation receivables granted as compensation to eligible directors is ¥60 million.
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
17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held the position of director or executive officer of the Company throughout the scheduled service provision period. If the recipient leaves the position due to death or another legitimate reason, or after the scheduled service provision period ends, the restrictions will be lifted in accordance with the stated calculation method.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the specified date for lifting the transfer restrictions. The Company will also acquire without consideration any shares whose restrictions remain in place in the event of a corporate reorganization.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 4,900 shares, Category Executive officers who do not concurrently serve as directors of the Company / Number of Employees 9 / Number of allocated shares 5,600 shares
Intended allottee's holding policy
For 30 years from the date of allotment, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 18 June 2026, ¥3,384. Discount rate/premium rate: Not disclosed.
Procedures under the Corporate Code of Conduct
At the 115th Annual General Meeting of Shareholders held on 19 June 2026, shareholders approved the continuation of this system, the granting of monetary compensation receivables of up to ¥60 million per year to eligible directors, and the allotment of up to 15,000 shares per year, 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 of10,500 treasury shares
Issue price and disposal price¥3,384 per share
Amount of funds to be raisedTotal payment amount: ¥35,532,000 (estimated net proceeds: Not disclosed)
Payment date17 July 2026
Intended allotteeCategory 5 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 4,900 shares, Category 9 executive officers who do not concurrently serve as directors of the Company / Number of Shares 5,600 shares
Intended allottee's holding policyFor 30 years from the date of allotment, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 18 June 2026, ¥3,384. Discount rate/premium rate: Not disclosed.
Transfer restriction period17 July 2026–16 July 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held the position of director or executive officer of the Company throughout the scheduled service provision period. If the recipient leaves the position due to death or another legitimate reason, or after the scheduled service provision period ends, the restrictions will be lifted in accordance with the stated calculation method.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares whose transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the specified date for lifting the transfer restrictions. The Company will also acquire without consideration any shares whose restrictions remain in place in the event of a corporate reorganization.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of allocated shares 4,900 shares, Category Executive officers who do not concurrently serve as directors of the Company / Number of Employees 9 / Number of allocated shares 5,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥35,532,000. The annual limit for monetary compensation receivables granted as compensation to eligible directors is ¥60 million.
Procedures under the Corporate Code of ConductAt the 115th Annual General Meeting of Shareholders held on 19 June 2026, shareholders approved the continuation of this system, the granting of monetary compensation receivables of up to ¥60 million per year to eligible directors, and the allotment of up to 15,000 shares per year, among other matters.
Items this document does not state (14)
Total issue valueEstimated 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 strengthen the linkage between compensation for directors and others and the value of the Company's shares, and to heighten their awareness of contributing to the improvement of the Group's medium- to long-term performance and growth in corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Kintetsu Group Holdings Co.,Ltd. (9041) timely disclosure | Komori