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Share Issuance and Disposal167ARyoyo Ryosan Holdings,Inc.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers

The Company resolved to dispose of 34,300 treasury shares to its directors, executive officers and officers of its wholly owned subsidiaries as restricted stock compensation. The total disposal price is ¥90,723,500, and the payment date is 24 July 2026.

Worth reading
45Recurring
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Direction
Neutral
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Scale
34300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much34,300Shares

34,300 common shares of the Company (treasury shares)

5 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members)18,900 shares
1 executive officer of the Company900 shares
4 directors of the Company's wholly owned subsidiaries5,700 shares
10 executive officers of the Company's wholly owned subsidiaries8,800 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.

¥2,645 per share
Total issue value

¥90,723,500

Amount of funds to be raised
Total payment amount: ¥90,723,500; estimated net proceeds: ¥90,723,500
Total Stock-Based Compensation
Monetary claims of up to ¥200 million per year (compensation limit for eligible directors)
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 24 July 2026, the payment date, until the date on which the holder ceases to hold any position as a director, corporate auditor or executive officer of the Company or its wholly owned subsidiaries.
Conditions for lifting transfer restrictions
Provided that the holder continuously holds a position as a director, corporate auditor or executive officer of the Company or its wholly owned subsidiaries from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the holder ceases to hold the position due to death, expiration of the term of office or any other reason deemed legitimate by the Company's Board of Directors, all of the shares will be released immediately thereafter.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any allotted shares that remain subject to the transfer restrictions. This does not apply where, in connection with a specified corporate reorganization or other transaction, a corporation other than the Company delivers restricted stock.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 18,900 shares, Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares 900 shares, Category Directors of the Company's wholly owned subsidiary / Number of Employees 4 / Number of allocated shares 5,700 shares, Category Executive officers of the Company's wholly owned subsidiaries / Number of Employees 10 / Number of allocated shares 8,800 shares
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,645. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the Company's first annual general meeting of shareholders, approval was obtained for the payment of monetary claims under this system, the total number of shares and the transfer restriction period.
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 of34,300 common shares of the Company (treasury shares)
Issue price and disposal price¥2,645 per share
Total issue value¥90,723,500
Amount of funds to be raisedTotal payment amount: ¥90,723,500; estimated net proceeds: ¥90,723,500
Payment date24 July 2026
Intended allotteeName 5 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members) / Number of Shares 18,900 shares, Name 1 executive officer of the Company / Number of Shares 900 shares, Name 4 directors of the Company's wholly owned subsidiaries / Number of Shares 5,700 shares, Name 10 executive officers of the Company's wholly owned subsidiaries / Number of Shares 8,800 shares
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,645. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026, the payment date, until the date on which the holder ceases to hold any position as a director, corporate auditor or executive officer of the Company or its wholly owned subsidiaries.
Conditions for lifting transfer restrictionsProvided that the holder continuously holds a position as a director, corporate auditor or executive officer of the Company or its wholly owned subsidiaries from 24 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027, all of the allotted shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the holder ceases to hold the position due to death, expiration of the term of office or any other reason deemed legitimate by the Company's Board of Directors, all of the shares will be released immediately thereafter.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any allotted shares that remain subject to the transfer restrictions. This does not apply where, in connection with a specified corporate reorganization or other transaction, a corporation other than the Company delivers restricted stock.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 5 / Number of allocated shares 18,900 shares, Category Executive officers of the Company / Number of Employees 1 / Number of allocated shares 900 shares, Category Directors of the Company's wholly owned subsidiary / Number of Employees 4 / Number of allocated shares 5,700 shares, Category Executive officers of the Company's wholly owned subsidiaries / Number of Employees 10 / Number of allocated shares 8,800 shares
Total Stock-Based CompensationMonetary claims of up to ¥200 million per year (compensation limit for eligible directors)
Procedures under the Corporate Code of ConductAt the Company's first annual general meeting of shareholders, approval was obtained for the payment of monetary claims under this system, the total number of shares and the transfer restriction period.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

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 provide an incentive to achieve sustained growth in the corporate value of the Company Group and to further promote value sharing with shareholders. The Company also took into consideration the purpose of this system, the Company's performance, the scope of responsibilities of each intended allottee and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | Ryoyo Ryosan Holdings,Inc. (167A) timely disclosure | Komori