Kojima to issue restricted stock to directors

Kojima Co. announced a resolution by its board of directors on November 25, 2025, to dispose of 30,700 common shares as restricted stock compensation. This disposal, effective December 10, 2025, will see shares allocated to four eligible directors (excluding audit and supervisory committee members and outside directors) at JPY 1,134 per share, totaling JPY 34,813,800. This pricing is based on the closing price of Kojima's common shares on the Tokyo Stock Exchange's Prime Market on November 21, 2025, ensuring fair market value.

The initiative is part of a restricted stock compensation plan approved at the 62nd ordinary general meeting of shareholders on November 20, 2024. Under this plan, monetary claims of up to JPY 80 million per year will be granted to eligible directors, convertible into up to 80,000 common shares annually. The purpose is to align director incentives with sustained corporate value improvement and greater shareholder value sharing. The transfer restriction period for these shares will last until the respective eligible director resigns or retires from their predetermined position.

Each eligible director will contribute their monetary compensation claims as in-kind contributions to receive the common shares. The transfer restrictions will be lifted upon the expiration of the transfer restriction period, generally when the director maintains their position throughout the vesting period (from the ordinary general meeting preceding the disposal date until the ordinary general meeting for the subsequent fiscal year). Provisions also exist for acquisition without compensation under specific conditions, such as resignation without legitimate reason or during organizational restructuring.