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Share Issuance and Disposal9362HYOKI KAIUN KAISHA,LTD.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors (Excluding Outside Directors and Directors Who Are Audit and Supervisory Committee Members)

The Company resolved to dispose of 2,400 treasury shares as restricted stock to 6 directors (excluding outside directors and directors who are Audit and Supervisory Committee members). The shares will be allocated through an in-kind contribution of monetary compensation claims totaling ¥8,496,000.

Worth reading
47Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
2400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,400Shares

2,400 shares of the Company's common stock (treasury shares)

6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)2,400 shares

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

¥3,540 per share
Total issue value

¥8,496,000

Amount of funds to be raised
Total amount to be paid: ¥8,496,000; estimated net proceeds: Not disclosed (as the shares are contributed in kind)
Total Stock-Based Compensation
Total monetary compensation claims: ¥8,496,000. The annual compensation limit under the plan is ¥24 million or less.
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 17 July 2026, the payment date, until the date on which the holder ceases to hold the position of director of the Company
Conditions for lifting transfer restrictions
The holder must continuously remain a director from 17 July 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the holder ceases to hold the position due to expiration of the term of office, death, or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares calculated in accordance with the number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without consideration
At the end of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members), totaling 2,400 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 17 July 2026 until the date on which the holder ceases to hold the position of director of the Company. The transfer restrictions will be lifted upon the occurrence of certain events, and the Company will acquire without consideration any shares for which the restrictions have not been lifted.
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 on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,540. No discount or premium was stated.
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 of2,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥3,540 per share
Total issue value¥8,496,000
Amount of funds to be raisedTotal amount to be paid: ¥8,496,000; estimated net proceeds: Not disclosed (as the shares are contributed in kind)
Payment date17 July 2026
Intended allotteeName 6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 2,400 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 17 July 2026 until the date on which the holder ceases to hold the position of director of the Company. The transfer restrictions will be lifted upon the occurrence of certain events, and the Company will acquire without consideration any shares for which the restrictions have not been lifted.
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 ¥3,540. No discount or premium was stated.
Transfer restriction periodFrom 17 July 2026, the payment date, until the date on which the holder ceases to hold the position of director of the Company
Conditions for lifting transfer restrictionsThe holder must continuously remain a director from 17 July 2026 until the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the holder ceases to hold the position due to expiration of the term of office, death, or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares calculated in accordance with the number of months in office. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed calculation.
Reason for acquisition without considerationAt the end of the transfer restriction period, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members), totaling 2,400 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥8,496,000. The annual compensation limit under the plan is ¥24 million or less.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 incentives for achieving sustainable and sustained enhancement of corporate value together with stakeholders, fulfill the Company's social responsibilities, and promote the sharing of value with shareholders. The number of shares to be allocated and other terms were determined after taking into consideration the purpose of the plan, the Company's performance, the scope of responsibilities of each eligible director, and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors (Excluding Outside Directors and Directors Who Are Audit and Supervisory Committee Members) | HYOKI KAIUN KAISHA,LTD. (9362) timely disclosure | Komori