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Share Issuance and Disposal9364Kamigumi Co.,Ltd.Transportation and Logistics

Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors

The Company resolved to dispose of 3,751 treasury shares as restricted stock compensation to 6 directors, excluding outside directors. The transfer restriction period will run for 30 years from 3 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,751Shares

3,751 common shares of the Company (treasury shares)

6 directors (excluding outside directors)3,751 shares

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

¥5,278 per share
Total issue value

¥19,797,778

Amount of funds to be raised
Total payment amount: ¥19,797,778; estimated net proceeds: Not disclosed (the shares are contributed in kind in exchange for monetary compensation claims)
Total Stock-Based Compensation
Total monetary compensation claims: ¥19,797,778 (the compensation limit under the plan is no more than ¥30 million per year)
発行済株式総数

Not applicable (disposal of treasury shares)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
3 August 2026 to 2 August 2056 (30 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously remained a director of the Company throughout the transfer restriction period. If the recipient leaves office due to expiration of the term, death or other legitimate reasons, the restrictions will be lifted for the number of shares corresponding to the recipient’s period of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire without consideration all of the allocated shares for which the transfer restrictions remain in place.
Categories and Number of Persons Covered
6 directors, excluding outside directors; 3,751 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 3 August 2026 to 2 August 2056.
Payment date
3 August 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 9 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥5,278. No discount or premium rate 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 of3,751 common shares of the Company (treasury shares)
Issue price and disposal price¥5,278 per share
Total issue value¥19,797,778
Amount of funds to be raisedTotal payment amount: ¥19,797,778; estimated net proceeds: Not disclosed (the shares are contributed in kind in exchange for monetary compensation claims)
Payment date3 August 2026
Intended allotteeName 6 directors (excluding outside directors) / Number of Shares 3,751 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The transfer restriction period runs from 3 August 2026 to 2 August 2056.
Dilution RateNot applicable (disposal of treasury 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 9 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥5,278. No discount or premium rate was stated.
Transfer restriction period3 August 2026 to 2 August 2056 (30 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the period, provided that the recipient has continuously remained a director of the Company throughout the transfer restriction period. If the recipient leaves office due to expiration of the term, death or other legitimate reasons, the restrictions will be lifted for the number of shares corresponding to the recipient’s period of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or when the transfer restrictions are lifted, the Company will acquire without consideration all of the allocated shares for which the transfer restrictions remain in place.
Categories and Number of Persons Covered6 directors, excluding outside directors; 3,751 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥19,797,778 (the compensation limit under the plan is no more than ¥30 million per year)
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal 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.

The Company took into account its operating performance, the scope of each eligible director’s responsibilities and other relevant circumstances, pursuant to its restricted stock compensation plan, which is intended to provide incentives for the sustainable enhancement of corporate value and to promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | Kamigumi Co.,Ltd. (9364) timely disclosure | Komori