Translation
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
March 13, 2026
To whom it may concern:
Company name: | Kamigumi Co., Ltd |
Representative: | Yoshihiro Fukai, President & Representative Director |
Stock code: | 9364; TSE Prime Market |
Inquiries: | Takashi Iwashita, Manager of General Affairs Department |
(Tel. +81-78-271-5110) |
At a meeting of the Board of Directors held March 13, 2026, the Company resolved as follows regarding the disposal of treasury stock ("disposal of treasury stock" or "disposal" hereinafter).
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Overview of disposal
(1)
Date of disposal
April 1, 2026
(2)
Class and number
of stocks subject to disposal
Kamigumi common stock 4,050 shares
(3)
Disposal value
5,555 yen per share
(4)
Total disposal
amount
22,497,750yen
(5)
Assignees,
number of
assignees, and
number of stocks subject to disposal
Executive officers (7 delegated and 11 employed), a total of 18 individuals, 4,050 shares
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Purpose of and reasons for disposal
At a meeting of the Board of Directors held March 14, 2023, the Company resolved to introduce a restricted stock compensation program ("the program" hereinafter) for executive officers other
than those also serving as directors of the Company ("eligible executive officers" hereinafter), with the aim of providing incentives to improve the Company's corporate value on a sustainable basis and to share shareholder value.
An overview of the program is as follows.
Overview of the ProgramEligible executive officers shall make in-kind contributions of claims for monetary
compensation to be provided by the Company in accordance with the program in return for the issue or disposal of common stock of the Company.
Further, with the issue or disposal of common stock of the Company in accordance with the program, a restricted stock allotment agreement will be concluded between the Company and the eligible executive officers, which will include the following provisions: (1) Eligible
executive officers shall be prohibited from transferring, pledging or otherwise disposing of any common stock of the Company allocated under said restricted stock allotment agreement for a certain period of time; (2) The Company shall be entitled to acquire said common stock free of charge in the event of certain circumstances ("reasons for acquisition without contribution" hereinafter).
This time, in consideration of the purpose of the program, the Company's business conditions, the scope of duties of the eligible executive officers, and various other circumstances, it has
been determined that the total amount of compensation is to be 22,497,750 yen ("compensation" hereinafter) and that 4,050 shares of common stock ("allotted stocks" hereinafter) will be granted.
In this disposal of treasury stock, in accordance with the provisions of the program, the 18
eligible executive officers to whom allotment is scheduled will make in-kind contributions of all such monetary compensation claims in return for the disposal of stocks in accordance with this allotment. An overview of the restricted stock allotment agreement ("allotment agreement" hereinafter) to be concluded between the Company and the eligible executive officers in this
disposal of treasury stock is set forth below in 3.
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Overview of allotment agreement
Transfer restriction period
The transfer restriction period shall be from April 1, 2026 ("disposal date" hereinafter) to March 31, 2056.
Conditions for lifting the transfer restrictions
Provided that the eligible executive officer has continuously held the position of director,
executive officer, or employee of the Company during the transfer restriction period, transfer restrictions will be lifted at the expiration of the transfer restriction period for all allotted stocks.
Handling in the event that an eligible executive officer retires from his or her position due to reaching retirement age, upon his or her death, or any other legitimate reason during the transfer restriction period
① Timing of the lifting of transfer restrictions
In the event that an eligible executive officer resigns or retires from his or her position as
director, executive officer, or employee of the Company (including cases in which the eligible executive officer becomes a contract employee, re-hired employee, or non-regular employee after his or her resignation or retirement; "retirement" hereinafter), if said retirement occurs on his or her reaching retirement age, upon his or her death, or for other legitimate reason, the transfer restrictions will be lifted immediately after the retirement (or, in the case of retirement due to death, a date separately determined by the Board of Directors after the eligible executive officer's death).
② Number of stocks eligible for lifting of transfer restrictions
The number of allotted stocks held at the time of retirement as stipulated in ① above, multiplied by the period of service (in months) from the month including the date on which these allotted
stocks were delivered through the month including the date of retirement divided by 12 (if this number is greater than 1, it shall be treated as 1). (If the calculation results in a fractional share of less than one share, this shall be rounded down.)
Acquisition without contribution by the Company
The Company will duly acquire all allocated stocks for which transfer restrictions have not been lifted without contribution upon the expiration of the transfer restriction period, or if a reason for said acquisition without contribution occurs.
Management of stocks
During the transfer restriction period, the allotted stocks will be managed in a dedicated
account to be opened by the eligible executive officer at Nomura Securities Co., Ltd., so that
the stocks cannot be transferred, pledged, or otherwise transferred during the transfer restriction period. To ensure the effectiveness of transfer restrictions, etc. related to the allotted stocks, the Company has concluded an agreement with Nomura Securities Co., Ltd. regarding the
management of accounts for allotted stocks held by the eligible executive officer. In addition, eligible executive officers shall agree to the specifics of the management of said accounts.
Handling in the event of organizational restructuring, etc.
During the transfer restriction period, if a merger agreement in which the Company becomes an extinguished company, a stock exchange agreement in which the Company becomes a wholly owned subsidiary, a stock transfer plan, or other matters related to organizational restructuring, etc. are approved at a general meeting of Company shareholders (or, where said reorganization, etc. does not require approval at a general meeting of Company shareholders, a meeting of the Company's Board of Directors), by a resolution of the Board of Directors, the number of
allotted stocks held at that time is multiplied by the number of months from the month including the date of delivery of stocks through the month including the date of said approval divided by 12 (if this number is greater than 1, it shall be treated as 1) (the result will be rounded down if the calculation results in a fractional share), and the transfer restrictions on these stocks lifted on the business day immediately before the effective date of the reorganization, etc. Further, immediately after the transfer restrictions are lifted, the Company will duly acquire all allotted
stocks for which the transfer restrictions have not been lifted, without contribution.
- Basis for calculating the payment amount and its specific details
This disposal of treasury stock to the scheduled assignees will be carried out in accordance with the provisions of the program, using the monetary compensation claims paid as restricted share-based compensation for the Company's 88th fiscal year (ending March, 2027) as invested
assets. Regarding the disposal price, to eliminate any arbitrariness, this has been set as 5,555 yen, which is the closing price of the Company's common stock on the Tokyo Stock Exchange Prime market on March 12, 2026 (the business day before the date of the Board of Directors' resolution). This is the market share price immediately before the date of the Board of
Directors' resolution and may be considered a reasonable price that confers no particular advantage to the Company.