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Share Issuance and Disposal9082Daiwa Motor Transportation Co.,Ltd.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees of the Company and Directors and Employees of Its Subsidiaries

The Company resolved to allot 99,300 treasury shares as restricted stock compensation to directors and employees of the Company and its subsidiaries. The payment date is 7 August 2026, and the disposal price is ¥1,450 per share.

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Scale
99300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much99,300Shares

99,300 common shares of the Company (treasury shares)

Directors of the Company (excluding non-executive directors)5 / 28,000 shares
Employees of the Company98 / 30,500 shares
Directors of subsidiaries of the Company13 / 12,600 shares
Employees of the Company’s subsidiaries116 / 28,200 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.

¥1,450 per share
Total issue value

¥143,985,000

Amount of funds to be raised
Total payment amount: ¥143,985,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥143,985,000. The annual compensation limit for directors is ¥100 million or less, of which the portion for outside directors is ¥10 million or less.
発行済株式総数

The numerical disclosure that the total number of issued shares will not increase because this is a disposal of treasury shares is Not disclosed

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
For eligible directors: from 7 August 2026 until the date on which they cease to hold any of the positions of director, audit & supervisory board member or executive officer of the Company. For eligible employees and other eligible recipients: 40% of the allotted shares, from 7 August 2026 to 7 August 2029, and the remaining 60%, from 7 August 2026 to 7 August 2032.
Conditions for lifting transfer restrictions
For eligible directors: they must continuously hold a position as a director, audit & supervisory board member or executive officer of the Company throughout the applicable service period. If they cease to hold such a position for a legitimate reason or in other circumstances, the restrictions will be lifted in proportion to the number of months in office. For eligible employees and other eligible recipients: they must continuously hold a position as an employee of the Company or as a director, audit & supervisory board member or employee of a subsidiary of the Company throughout restriction period A or B. If they lose the relevant position because their employment term expires, they die or for another legitimate reason, the transfer restrictions on the relevant shares will be lifted.
Reason for acquisition without consideration
At the end of the restriction period, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. For eligible employees and other eligible recipients, if they lose the relevant position during the restriction period, the Company will acquire without consideration any shares for which the restrictions have not been lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire the prescribed number of shares.
Categories and Number of Persons Covered
Category Directors of the Company (excluding non-executive directors) / Number of Employees 5 / Number of allocated shares 28,000 shares, Category Employees of the Company / Number of Employees 98 / Number of allocated shares 30,500 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of allocated shares 12,600 shares, Category Employees of the Company’s subsidiaries / Number of Employees 116 / Number of allocated shares 28,200 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. Shares will be allotted to eligible employees and other eligible recipients only if they wish to subscribe for them.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 7 July 2026, ¥1,450. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Approval was obtained at the 118th Annual General Meeting of Shareholders held on 26 June 2025 for the payment of restricted stock compensation.
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 of99,300 common shares of the Company (treasury shares)
Issue price and disposal price¥1,450 per share
Total issue value¥143,985,000
Amount of funds to be raisedTotal payment amount: ¥143,985,000; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName Directors of the Company (excluding non-executive directors) / Number of Employees 5 / Number of Shares 28,000 shares, Name Employees of the Company / Number of Employees 98 / Number of Shares 30,500 shares, Name Directors of subsidiaries of the Company / Number of Employees 13 / Number of Shares 12,600 shares, Name Employees of the Company’s subsidiaries / Number of Employees 116 / Number of Shares 28,200 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. Shares will be allotted to eligible employees and other eligible recipients only if they wish to subscribe for them.
Total number of issued sharesThe numerical disclosure that the total number of issued shares will not increase because this is a disposal of treasury shares is Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 7 July 2026, ¥1,450. No discount or premium rate is stated.
Transfer restriction periodFor eligible directors: from 7 August 2026 until the date on which they cease to hold any of the positions of director, audit & supervisory board member or executive officer of the Company. For eligible employees and other eligible recipients: 40% of the allotted shares, from 7 August 2026 to 7 August 2029, and the remaining 60%, from 7 August 2026 to 7 August 2032.
Conditions for lifting transfer restrictionsFor eligible directors: they must continuously hold a position as a director, audit & supervisory board member or executive officer of the Company throughout the applicable service period. If they cease to hold such a position for a legitimate reason or in other circumstances, the restrictions will be lifted in proportion to the number of months in office. For eligible employees and other eligible recipients: they must continuously hold a position as an employee of the Company or as a director, audit & supervisory board member or employee of a subsidiary of the Company throughout restriction period A or B. If they lose the relevant position because their employment term expires, they die or for another legitimate reason, the transfer restrictions on the relevant shares will be lifted.
Reason for acquisition without considerationAt the end of the restriction period, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. For eligible employees and other eligible recipients, if they lose the relevant position during the restriction period, the Company will acquire without consideration any shares for which the restrictions have not been lifted. In the event of a corporate reorganization or other similar event, the Company will also acquire the prescribed number of shares.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding non-executive directors) / Number of Employees 5 / Number of allocated shares 28,000 shares, Category Employees of the Company / Number of Employees 98 / Number of allocated shares 30,500 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of allocated shares 12,600 shares, Category Employees of the Company’s subsidiaries / Number of Employees 116 / Number of allocated shares 28,200 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥143,985,000. The annual compensation limit for directors is ¥100 million or less, of which the portion for outside directors is ¥10 million or less.
Procedures under the Corporate Code of ConductApproval was obtained at the 118th Annual General Meeting of Shareholders held on 26 June 2025 for the payment of restricted stock compensation.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive to promote the sustained enhancement of the corporate value of the Company and its subsidiaries and shareholder value, and to advance the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Directors and Employees of the Company and Directors and Employees of Its Subsidiaries | Daiwa Motor Transportation Co.,Ltd. (9082) timely disclosure | Komori