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Share Issuance and Disposal9083Shinki Bus Co.,Ltd.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

神姫バス resolved to dispose of 14,673 treasury shares to 7 directors, excluding outside directors, as restricted stock compensation. The disposal price is ¥1,911 per share, for a total of ¥28,040,103.

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14673
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much14,673Shares

14,673 common shares (treasury shares)

7 directors of the Company, excluding outside directors: 14,673 shares

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

¥1,911 per share
Total issue value

¥28,040,103

Total Stock-Based Compensation
Total monetary claims of ¥28,040,103 (the annual limit for restricted stock compensation is no more than ¥40 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
From 23 July 2026 until immediately after the holder ceases to be a director, audit & supervisory board member, adviser, counselor, employee or otherwise hold an equivalent position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the holder continuously holds the specified position from the date on which the holder begins performing duties until immediately before the conclusion of the first annual general meeting to be held thereafter, all transfer restrictions will be lifted upon expiration of the restriction period. If the holder ceases to hold office or leaves employment due to expiration of the term of office or another legitimate reason, the restrictions will be lifted immediately after that event for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If, during the restriction period, any event specified by the Board of Directors occurs, such as a violation of laws or internal regulations, all shares held will be acquired without consideration. Shares whose restrictions have not been lifted when the restrictions are otherwise lifted will also be acquired without consideration.
Stock Split Ratio2-for-1 split of common shares, effective 1 October 2025
Categories and Number of Persons Covered
7 directors of the Company, excluding outside directors: 14,673 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. The restriction period will run from 23 July 2026 until immediately after the holder ceases to hold a specified position at the Company or one of its subsidiaries.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 June 2026, ¥1,911. The Company states that the price is based on the market price immediately preceding the date of the Board of Directors' resolution and is not particularly favorable.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation.
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 of14,673 common shares (treasury shares)
Issue price and disposal price¥1,911 per share
Total issue value¥28,040,103
Payment date23 July 2026
Intended allottee7 directors of the Company, excluding outside directors: 14,673 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. The restriction period will run from 23 July 2026 until immediately after the holder ceases to hold a specified position at the Company or one of its subsidiaries.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 June 2026, ¥1,911. The Company states that the price is based on the market price immediately preceding the date of the Board of Directors' resolution and is not particularly favorable.
Transfer restriction periodFrom 23 July 2026 until immediately after the holder ceases to be a director, audit & supervisory board member, adviser, counselor, employee or otherwise hold an equivalent position at the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the holder continuously holds the specified position from the date on which the holder begins performing duties until immediately before the conclusion of the first annual general meeting to be held thereafter, all transfer restrictions will be lifted upon expiration of the restriction period. If the holder ceases to hold office or leaves employment due to expiration of the term of office or another legitimate reason, the restrictions will be lifted immediately after that event for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf, during the restriction period, any event specified by the Board of Directors occurs, such as a violation of laws or internal regulations, all shares held will be acquired without consideration. Shares whose restrictions have not been lifted when the restrictions are otherwise lifted will also be acquired without consideration.
Categories and Number of Persons Covered7 directors of the Company, excluding outside directors: 14,673 shares
Total Stock-Based CompensationTotal monetary claims of ¥28,040,103 (the annual limit for restricted stock compensation is no more than ¥40 million)
Stock Split Ratio2-for-1 split of common shares, effective 1 October 2025
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
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 underwriterOverallotmentMost 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 the eligible directors with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The purpose is also to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Shinki Bus Co.,Ltd. (9083) timely disclosure | Komori