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Share Issuance and Disposal9069SENKO Group Holdings Co.,Ltd.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers

A total of 45,300 treasury shares will be disposed of as restricted stock to 96 directors, executive officers, managing directors and officers of subsidiaries, through an in-kind contribution of monetary compensation receivables. The payment date is 24 July 2026.

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Scale
45300
Shares
Wording
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much45,300Shares

45,300 common shares of the Company

Directors of the Company (excluding outside directors)5 / 6,700 shares
The Company's executive officers18 / 8,600 shares
Managing directors of the Company20 / 6,300 shares
Directors of the Company's subsidiaries (excluding outside directors)6 / 7,200 shares
Executive officers of the Company's subsidiaries13 / 5,800 shares
Managing directors of the Company's subsidiaries34 / 10,700 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.

¥1,891 per share
Total issue value

¥85,662,300

Total Stock-Based Compensation
¥85,662,300 (total of monetary compensation receivables and monetary receivables)
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, the payment date, until the date on which the holder loses all positions as an officer or employee of the Company or its subsidiary SENKO CO., LTD.
Conditions for lifting transfer restrictions
Provided that the holder remains continuously a director, executive officer or managing director of the Company or SENKO CO., LTD. from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the shares allotted will be released from the transfer restrictions upon expiration of the restriction period. If the holder leaves office due to death or another reason deemed legitimate by the Board of Directors, the number of shares released will be calculated by multiplying the allotted shares by the number of months from July 2026 through the month including the date of departure, divided by 12, capped at 1. In the event of a reorganization or similar transaction, all shares will be released subject to the prescribed conditions.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions at the expiration of the restriction period or another time prescribed in the agreement.
Categories and Number of Persons Covered
5 Company directors, 6,700 shares; 18 Company executive officers, 8,600 shares; 20 Company managing directors, 6,300 shares; 6 directors of Company subsidiaries, 7,200 shares; 13 executive officers of Company subsidiaries, 5,800 shares; 34 managing directors of Company subsidiaries, 10,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
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 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,891. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 103rd ordinary general meeting of shareholders held on 25 June 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥30 million per year as property contributed in kind for the grant of restricted stock, among other matters. This disposal was approved by the Board of Directors on 25 June 2026.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not 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 of45,300 common shares of the Company
Issue price and disposal price¥1,891 per share
Total issue value¥85,662,300
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 6,700 shares, Category The Company's executive officers / Number of Employees 18 / Number of Shares 8,600 shares, Category Managing directors of the Company / Number of Employees 20 / Number of Shares 6,300 shares, Category Directors of the Company's subsidiaries (excluding outside directors) / Number of Employees 6 / Number of Shares 7,200 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 13 / Number of Shares 5,800 shares, Category Managing directors of the Company's subsidiaries / Number of Employees 34 / Number of Shares 10,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,891. No discount or premium was applied.
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the holder loses all positions as an officer or employee of the Company or its subsidiary SENKO CO., LTD.
Conditions for lifting transfer restrictionsProvided that the holder remains continuously a director, executive officer or managing director of the Company or SENKO CO., LTD. from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027, all of the shares allotted will be released from the transfer restrictions upon expiration of the restriction period. If the holder leaves office due to death or another reason deemed legitimate by the Board of Directors, the number of shares released will be calculated by multiplying the allotted shares by the number of months from July 2026 through the month including the date of departure, divided by 12, capped at 1. In the event of a reorganization or similar transaction, all shares will be released subject to the prescribed conditions.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions at the expiration of the restriction period or another time prescribed in the agreement.
Categories and Number of Persons Covered5 Company directors, 6,700 shares; 18 Company executive officers, 8,600 shares; 20 Company managing directors, 6,300 shares; 6 directors of Company subsidiaries, 7,200 shares; 13 executive officers of Company subsidiaries, 5,800 shares; 34 managing directors of Company subsidiaries, 10,700 shares
Total Stock-Based Compensation¥85,662,300 (total of monetary compensation receivables and monetary receivables)
Procedures under the Corporate Code of ConductAt the 103rd ordinary general meeting of shareholders held on 25 June 2020, approval was obtained for the payment of monetary compensation receivables of up to ¥30 million per year as property contributed in kind for the grant of restricted stock, among other matters. This disposal was approved by the Board of Directors on 25 June 2026.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed.
Items this document does not state (13)
Amount of funds to be raisedEstimated 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 offering

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 incentives for the sustainable enhancement of corporate and shareholder value over the medium to long term and to promote value sharing with shareholders. The Company considered the purpose of the plan, performance and the scope of responsibilities of each proposed allottee.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Other Officers | SENKO Group Holdings Co.,Ltd. (9069) timely disclosure | Komori