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Share Issuance and Disposal2112Ensuiko Sugar Refining Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to make a contribution in kind of ¥31,950,000 in monetary compensation receivables from 11 directors and dispose of 71,000 treasury shares as restricted stock. The transfer restrictions will generally remain in place until the relevant director resigns or retires.

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31950000
¥
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Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much71,000Shares

71,000 common shares (treasury shares)

11 of the Company’s directors (excluding outside directors)71,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥450 per share
Total issue value

¥31,950,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥31,950,000. The compensation limit is ¥50 million per year.
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 18 August 2026 until the later of the date on which the recipient resigns or retires as a director of the Company or from another position specified by the Company’s Board of Directors, or the date on which the annual securities report or other applicable report for the fiscal year that includes the payment date is filed.
Conditions for lifting transfer restrictions
Subject to remaining continuously in one of the following positions at the Company or one of its subsidiaries from the close of the ordinary general meeting of shareholders immediately preceding the payment date until the close of the first subsequent ordinary general meeting of shareholders, all restrictions will be lifted when the recipient resigns or retires: director, Audit & Supervisory Board member, executive officer or employee. If the recipient resigns or retires for a valid reason or due to death, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without consideration
If the recipient resigns or retires without a valid reason before the service period ends, or if any shares remain subject to restrictions when the restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
11 of the Company’s directors (excluding outside directors), 71,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and will be managed in a designated account.
Payment date
18 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 21 July 2026, ¥450. There is no discount or premium.
Impact on Business Performance
The impact of this disposal of treasury shares on the Company’s operating results will be immaterial.
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 of71,000 common shares (treasury shares)
Issue price and disposal price¥450 per share
Total issue value¥31,950,000
Payment date18 August 2026
Intended allotteeName 11 of the Company’s directors (excluding outside directors) / Number of Shares 71,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, gifted inter vivos or otherwise disposed of, and will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 21 July 2026, ¥450. There is no discount or premium.
Transfer restriction periodFrom 18 August 2026 until the later of the date on which the recipient resigns or retires as a director of the Company or from another position specified by the Company’s Board of Directors, or the date on which the annual securities report or other applicable report for the fiscal year that includes the payment date is filed.
Conditions for lifting transfer restrictionsSubject to remaining continuously in one of the following positions at the Company or one of its subsidiaries from the close of the ordinary general meeting of shareholders immediately preceding the payment date until the close of the first subsequent ordinary general meeting of shareholders, all restrictions will be lifted when the recipient resigns or retires: director, Audit & Supervisory Board member, executive officer or employee. If the recipient resigns or retires for a valid reason or due to death, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without considerationIf the recipient resigns or retires without a valid reason before the service period ends, or if any shares remain subject to restrictions when the restrictions are lifted. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered11 of the Company’s directors (excluding outside directors), 71,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥31,950,000. The compensation limit is ¥50 million per year.
Impact on Business PerformanceThe impact of this disposal of treasury shares on the Company’s operating results will be immaterial.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offering

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 enhance the eligible directors’ commitment to participating in management and promote sustained growth in corporate value and the sharing of value with shareholders over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Ensuiko Sugar Refining Co.,Ltd. (2112) timely disclosure | Komori