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Share Issuance and Disposal9543SHIZUOKA GAS CO.,LTD.Electricity and gas

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 53,190 treasury shares as restricted stock compensation for 3 directors and 9 executive officers. The shares may not be transferred for a specified period, and the transfer restrictions will be lifted if conditions such as remaining in office or employment are met.

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53190
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much53,190Shares

53,190 common shares of the Company (treasury shares)

3 directors of the Company (excluding outside directors)25,000 shares
9 executive officers of the Company28,190 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.

¥1,514 per share
Total issue value

¥80,529,660

Total Stock-Based Compensation
Total monetary compensation claims: ¥80,529,660. The annual cap on the total monetary compensation claims granted to directors is ¥60,000 thousand 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 20 April 2026 until the date on which the allottee ceases to hold any position as a director or executive officer of the Company. For executive officers, the period runs until the date on which they cease to hold any position as a director, executive officer or employee of the Company. However, if that date falls on or before 31 March 2027, the period will run until 1 April 2027.
Conditions for lifting transfer restrictions
In principle, directors must remain in the specified position through the date of the first annual general meeting of shareholders held after the start of the transfer restriction period, and executive officers must remain in the specified position through the last day of the first fiscal year to end after that date. If they cease to hold office or employment for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office or employment. In the event of a corporate reorganization or similar transaction, part of the restrictions will also be lifted subject to certain conditions.
Reason for acquisition without consideration
If the holder ceases to hold office or employment without a valid reason before the specified reference date, if any shares remain subject to transfer restrictions when the transfer restriction period expires, or if any shares remain subject to transfer restrictions because of a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 25,000 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 28,190 shares
Payment date
20 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,514. No discount or premium rate was indicated.
Procedures under the Corporate Code of Conduct
At the 173rd Annual General Meeting of Shareholders held on 26 March 2021, approval was obtained for the introduction of the restricted stock compensation plan, the compensation limit, the maximum number of shares and other matters.
Impact on Business Performance
No impact on business performance from this disposal of treasury shares 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 of53,190 common shares of the Company (treasury shares)
Issue price and disposal price¥1,514 per share
Total issue value¥80,529,660
Payment date20 April 2026
Intended allotteeCategory 3 directors of the Company (excluding outside directors) / Number of Shares 25,000 shares, Category 9 executive officers of the Company / Number of Shares 28,190 shares
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 March 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥1,514. No discount or premium rate was indicated.
Transfer restriction periodFrom 20 April 2026 until the date on which the allottee ceases to hold any position as a director or executive officer of the Company. For executive officers, the period runs until the date on which they cease to hold any position as a director, executive officer or employee of the Company. However, if that date falls on or before 31 March 2027, the period will run until 1 April 2027.
Conditions for lifting transfer restrictionsIn principle, directors must remain in the specified position through the date of the first annual general meeting of shareholders held after the start of the transfer restriction period, and executive officers must remain in the specified position through the last day of the first fiscal year to end after that date. If they cease to hold office or employment for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office or employment. In the event of a corporate reorganization or similar transaction, part of the restrictions will also be lifted subject to certain conditions.
Reason for acquisition without considerationIf the holder ceases to hold office or employment without a valid reason before the specified reference date, if any shares remain subject to transfer restrictions when the transfer restriction period expires, or if any shares remain subject to transfer restrictions because of a corporate reorganization or similar transaction.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 25,000 shares, Category The Company's executive officers / Number of Employees 9 / Number of allocated shares 28,190 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥80,529,660. The annual cap on the total monetary compensation claims granted to directors is ¥60,000 thousand or less.
Procedures under the Corporate Code of ConductAt the 173rd Annual General Meeting of Shareholders held on 26 March 2021, approval was obtained for the introduction of the restricted stock compensation plan, the compensation limit, the maximum number of shares and other matters.
Impact on Business PerformanceNo impact on business performance from this disposal of treasury shares has been disclosed.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal 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 enable directors and executive officers to share with shareholders both the benefits and risks of share price fluctuations, and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SHIZUOKA GAS CO.,LTD. (9543) timely disclosure | Komori