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Share Issuance and Disposal9368KIMURA UNITY CO.,LTD.Transportation and Logistics

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 31,200 treasury shares as restricted stock compensation for 6 directors and 6 executive officers. The disposal price is ¥860 per share, and the payment date is 17 July 2026.

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31200
Shares
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much31,200Shares

31,200 common shares of the Company (treasury shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)6 / 25,400 shares
Executive officers of the Company6 / 5,800 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.

¥860 per share
Total issue value

¥26,832,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥26,832,000 (the annual limit for directors’ share-based compensation is ¥70 million or less)
発行済株式総数

Not disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued 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
Until the date on which the recipient ceases to hold any position as a director or executive officer of the Company. However, if that date is on or before 30 June 2027, the restriction period will continue until 1 July 2027.
Conditions for lifting transfer restrictions
Provided that the recipient remains a director or executive officer continuously from the commencement date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held after that date (or 31 March 2027 for executive officers), all of the recipient’s shares will be released from the transfer restrictions upon expiry of the period. If the recipient ceases to hold the position for a legitimate reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director or executive officer before the day preceding the first annual general meeting of shareholders, without a legitimate reason. If any shares remain subject to transfer restrictions upon expiry of the period. If any shares remain subject to transfer restrictions as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 25,400 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 5,800 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, 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 Tokai Tokyo Securities Co., Ltd.
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 17 June 2026, ¥860. The closing price on the immediately preceding business day was used, with no discount or premium.
Procedures under the Corporate Code of Conduct
At the 55th Annual General Meeting of Shareholders held on 18 June 2026, approval was obtained to reset the compensation limit applicable to the share-based compensation plan.
Impact on Business Performance
No impact on the Company’s performance has been 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 of31,200 common shares of the Company (treasury shares)
Issue price and disposal price¥860 per share
Total issue value¥26,832,000
Payment date17 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of Shares 25,400 shares, Category Executive officers of the Company / Number of Employees 6 / Number of Shares 5,800 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, 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 Tokai Tokyo Securities Co., Ltd.
Dilution RateNot disclosed (no disclosure of the impact of the disposal of treasury shares on the total number of issued shares)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 17 June 2026, ¥860. The closing price on the immediately preceding business day was used, with no discount or premium.
Transfer restriction periodUntil the date on which the recipient ceases to hold any position as a director or executive officer of the Company. However, if that date is on or before 30 June 2027, the restriction period will continue until 1 July 2027.
Conditions for lifting transfer restrictionsProvided that the recipient remains a director or executive officer continuously from the commencement date of the transfer restriction period until the date of the first annual general meeting of shareholders of the Company held after that date (or 31 March 2027 for executive officers), all of the recipient’s shares will be released from the transfer restrictions upon expiry of the period. If the recipient ceases to hold the position for a legitimate reason, the restrictions will be lifted in part according to the period of service.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director or executive officer before the day preceding the first annual general meeting of shareholders, without a legitimate reason. If any shares remain subject to transfer restrictions upon expiry of the period. If any shares remain subject to transfer restrictions as of the business day preceding the effective date of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 6 / Number of allocated shares 25,400 shares, Category Executive officers of the Company / Number of Employees 6 / Number of allocated shares 5,800 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥26,832,000 (the annual limit for directors’ share-based compensation is ¥70 million or less)
Procedures under the Corporate Code of ConductAt the 55th Annual General Meeting of Shareholders held on 18 June 2026, approval was obtained to reset the compensation limit applicable to the share-based compensation plan.
Impact on Business PerformanceNo impact on the Company’s performance has been disclosed.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 share with shareholders both the benefits and risks of fluctuations in the share price and to increase recipients’ motivation to contribute to an increase in the share price and corporate value. The measure is also intended to further enhance corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | KIMURA UNITY CO.,LTD. (9368) timely disclosure | Komori