Notice Regarding Introduction of Restricted Stock Compensation Plan for Outside Directors

Purpose and Overview of the Plan Introduction

KOA Corporation has resolved to newly introduce a restricted stock compensation plan for outside directors, which is planned to be submitted for approval at the 98th Annual General Meeting of Shareholders scheduled for June 20, 2026. Previously, outside directors received only cash compensation, but to promote value sharing with shareholders and enhance motivation for contributing to the company’s medium-to-long-term corporate value enhancement, restricted stock will be included in the allocation targets. The total remuneration amount is set at up to 45 million yen per year, with allocated shares capped at 75,000 shares annually, within the existing framework for directors (90 million yen annually and up to 150,000 shares per year).

Conditions and Contract Details of Restricted Stock

Restricted stock cannot be transferred or disposed of until the outside director resigns, and the company will, as a principle, acquire the shares without compensation upon resignation. Transfer restrictions are lifted upon expiration of the restriction period, except where valid reasons require adjustment. Provisions for handling events such as corporate reorganizations are defined clearly, including conditions for lifting restrictions and free acquisition. This plan does not amend the conditions of the existing restricted stock compensation arrangements.