Notice Regarding Disposal of Treasury Stock as Restricted Stock Compensation

Overview of the Restricted Stock Compensation Plan

Optex Group Company, Limited introduced a restricted stock compensation plan on February 13, 2017, to provide incentives to directors and align their interests with shareholders. Under this plan, ordinary shares are allocated as in-kind contributions in exchange for monetary claims of up to 25 million yen annually to eligible directors. The transfer restriction period spans from April 24, 2026, to April 23, 2029. The lifting of transfer restrictions is conditional upon continued service and the fulfillment of performance criteria, specifically consolidated ROE of 10% or higher for the fiscal year ending December 2028.

Details and Purpose of Treasury Stock Disposal

On April 24, 2026, 3,700 shares of treasury stock were disposed of to three directors as restricted stock compensation at 2,720 yen per share (closing price on April 7, 2026), totaling 10,064,000 yen. The disposal was made through in-kind contribution of monetary claims. During the transfer restriction period, transfer or pledging of the shares is prohibited. Provisions for acquisition without compensation apply if performance targets are not met.