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Share Issuance and Disposal9367DAITO KOUN CO.,LTD.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,734 treasury shares to 4 directors and 1 delegated executive officer as restricted stock compensation. The recipients will make an in-kind contribution of monetary compensation receivables and receive the shares at ¥1,819 per share.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

6,734 common shares (5,942 shares for 4 directors and 792 shares for 1 delegated executive officer)

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors5,942 shares
1 delegated executive officer of the Company792 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.

¥1,819 per share
Total issue value

¥12,249,146

Amount of funds to be raised
As the entire amount of the monetary compensation receivables will be contributed in kind, the total amount paid in will be ¥12,249,146. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥12,249,146. The annual compensation limit for eligible directors is ¥25 million or less
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares only)

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
From 23 July 2026 until immediately after the eligible directors cease to hold their positions as directors of the Company, and until immediately after the eligible executive officer ceases to hold the position of delegated executive officer
Conditions for lifting transfer restrictions
The eligible directors must continuously hold their positions as directors from the date they commence performing their duties until immediately before the conclusion of the first annual general meeting of shareholders to be held thereafter. The eligible executive officer must continuously hold the position of delegated executive officer from 1 May 2026 through 30 April 2027. If a recipient leaves office upon the expiration of their term or for another legitimate reason, the number of shares subject to release from the transfer restrictions will be determined according to the number of months in office
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the specified circumstances set forth in the allocation agreement. This also applies if any shares remain subject to transfer restrictions when the transfer restriction period expires or at the time the restrictions are lifted
Categories and Number of Persons Covered
4 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors): 5,942 shares; 1 delegated executive officer of the Company: 792 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. During this period, they will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of ¥1,819 for the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
Resolved by the Board of Directors following deliberation by the Compensation Committee. Whether an independent third-party opinion was obtained or shareholder approval was sought: 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 of6,734 common shares (5,942 shares for 4 directors and 792 shares for 1 delegated executive officer)
Issue price and disposal price¥1,819 per share
Total issue value¥12,249,146
Amount of funds to be raisedAs the entire amount of the monetary compensation receivables will be contributed in kind, the total amount paid in will be ¥12,249,146. Estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 5,942 shares, Name 1 delegated executive officer of the Company / Number of Shares 792 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral, or otherwise disposed of. During this period, they will be managed in a dedicated account at Nomura Securities Co., Ltd.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of ¥1,819 for the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 23 July 2026 until immediately after the eligible directors cease to hold their positions as directors of the Company, and until immediately after the eligible executive officer ceases to hold the position of delegated executive officer
Conditions for lifting transfer restrictionsThe eligible directors must continuously hold their positions as directors from the date they commence performing their duties until immediately before the conclusion of the first annual general meeting of shareholders to be held thereafter. The eligible executive officer must continuously hold the position of delegated executive officer from 1 May 2026 through 30 April 2027. If a recipient leaves office upon the expiration of their term or for another legitimate reason, the number of shares subject to release from the transfer restrictions will be determined according to the number of months in office
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or otherwise falls under any of the specified circumstances set forth in the allocation agreement. This also applies if any shares remain subject to transfer restrictions when the transfer restriction period expires or at the time the restrictions are lifted
Categories and Number of Persons Covered4 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors): 5,942 shares; 1 delegated executive officer of the Company: 792 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥12,249,146. The annual compensation limit for eligible directors is ¥25 million or less
Procedures under the Corporate Code of ConductResolved by the Board of Directors following deliberation by the Compensation Committee. Whether an independent third-party opinion was obtained or shareholder approval was sought: Not disclosed
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 the sustained enhancement of corporate value and promote value sharing with shareholders, as well as to further motivate the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DAITO KOUN CO.,LTD. (9367) timely disclosure | Komori