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Share Issuance and Disposal9366SANRITSU CORPORATIONTransportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

SANRITSU CORPORATION resolved to dispose of 32,000 treasury shares as restricted stock compensation for its directors, executive officers and employees. The shares will be subject to a 3-year transfer restriction, which will be lifted if certain continued-service conditions are met.

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Direction
Neutral
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Scale
32000000
Yen (total disposal amount)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much32,000Shares

32,000 common shares of the Company (treasury shares)

The Company's directors (excluding directors not engaged in executive operations, directors who are Audit & Supervisory Committee members and outside directors)1 / 3,300 shares
The Company's executive officers7 / 11,700 shares
Employees of the Company45 / 17,000 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.

¥1,000 per share
Total issue value

¥32,000,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥32,000,000. Total annual compensation and other payments for eligible directors are capped at ¥20 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
17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictions
The eligible recipient must continuously hold one of the positions of director, executive officer or employee of the Company from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held after that date (30 June 2027 for employees). In the event of resignation or retirement for a valid reason, part of the transfer restriction will be lifted in proportion to the period of service. In the event of a corporate reorganization or similar event, part of the transfer restriction will likewise be lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient resigns or retires from all positions as director, executive officer and employee of the Company without a valid reason before the prescribed deadline. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions on the business day preceding the effective date of a corporate reorganization or similar event.
Categories and Number of Persons Covered
1 Company director, 3,300 shares; 7 Company executive officers, 11,700 shares; 45 Company employees, 17,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
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 29 June 2026, which was ¥1,000. No discount or premium applies.
Impact on Business Performance
The impact of this disposal of treasury shares on performance 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 of32,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,000 per share
Total issue value¥32,000,000
Payment date17 July 2026
Intended allotteeName The Company's directors (excluding directors not engaged in executive operations, directors who are Audit & Supervisory Committee members and outside directors) / Number of Employees 1 / Number of Shares 3,300 shares, Name The Company's executive officers / Number of Employees 7 / Number of Shares 11,700 shares, Name Employees of the Company / Number of Employees 45 / Number of Shares 17,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 29 June 2026, which was ¥1,000. No discount or premium applies.
Transfer restriction period17 July 2026 to 16 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe eligible recipient must continuously hold one of the positions of director, executive officer or employee of the Company from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held after that date (30 June 2027 for employees). In the event of resignation or retirement for a valid reason, part of the transfer restriction will be lifted in proportion to the period of service. In the event of a corporate reorganization or similar event, part of the transfer restriction will likewise be lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient resigns or retires from all positions as director, executive officer and employee of the Company without a valid reason before the prescribed deadline. If any shares remain subject to transfer restrictions when the transfer restriction period expires. If any shares remain subject to transfer restrictions on the business day preceding the effective date of a corporate reorganization or similar event.
Categories and Number of Persons Covered1 Company director, 3,300 shares; 7 Company executive officers, 11,700 shares; 45 Company employees, 17,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥32,000,000. Total annual compensation and other payments for eligible directors are capped at ¥20 million.
Impact on Business PerformanceThe impact of this disposal of treasury shares on performance is Not disclosed
Items this document does not state (14)
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 RatioProcedures under the Corporate Code of ConductMost 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price movements, thereby further increasing their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SANRITSU CORPORATION (9366) timely disclosure | Komori