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Share Issuance and Disposal2222Kotobuki Spirits Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 61,272 treasury shares to 61 directors, employees and others as restricted stock compensation. The shares will be subject to transfer restrictions for 60 years, which will be lifted if certain continued-service conditions and other requirements are met.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much61,272Shares

Treasury shares: 61,272 shares

4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors14,986 shares
4 senior employees of the Company1,876 shares
13 directors of the Company's subsidiaries25,806 shares
40 senior employees of the Company's subsidiaries18,604 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.

¥2,342 per share
Total issue value

¥143,499,024

Amount of funds to be raised
Total payment amount: ¥143,499,024; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥143,499,024
発行済株式総数

As this is a disposal of treasury shares, no increase in the number of shares outstanding is stated.

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
60 years (24 July 2026 to 23 July 2086)
Conditions for lifting transfer restrictions
For the eligible directors and other individuals, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period, provided that they have continuously held a designated position at the Company or one of its subsidiaries throughout the transfer restriction period. In the event of resignation or retirement for a legitimate reason, the restrictions on a specified percentage of the shares will be lifted immediately after the resignation or retirement. For eligible employees, the condition is that they continuously hold a designated position from the disposal date until immediately before the conclusion of the first annual general meeting of shareholders held thereafter.
Reason for acquisition without consideration
If an individual engages in an act that violates laws or regulations during the transfer restriction period, or otherwise falls under certain circumstances specified in the share allocation agreement, the Company will acquire all of the shares held by that individual without consideration. The Company will also acquire without consideration all shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 14,986 shares, Category Senior employees of the Company / Number of Employees 4 / Number of allocated shares 1,876 shares, Category Directors of the Company's subsidiaries / Number of Employees 13 / Number of allocated shares 25,806 shares, Category Senior employees of the Company's subsidiaries / Number of Employees 40 people / Number of allocated shares 18,604 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and any other disposal are prohibited. The transfer restriction period runs from 24 July 2026 to 23 July 2086.
Payment date
24 July 2026
Basis for determining the amount to be paid
The amount was set at ¥2,342, after rounding up the closing price of ¥2,341.5 on the Prime Market of the Tokyo Stock Exchange on 24 June 2026 to the nearest ¥1. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nominating and Compensation Advisory Committee for review.
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 ofTreasury shares: 61,272 shares
Issue price and disposal price¥2,342 per share
Total issue value¥143,499,024
Amount of funds to be raisedTotal payment amount: ¥143,499,024; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 4 Directors of the Company, excluding Directors who are Audit & Supervisory Committee Members and Outside Directors / Number of Shares 14,986 shares, Category 4 senior employees of the Company / Number of Shares 1,876 shares, Category 13 directors of the Company's subsidiaries / Number of Shares 25,806 shares, Category 40 senior employees of the Company's subsidiaries / Number of Shares 18,604 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and any other disposal are prohibited. The transfer restriction period runs from 24 July 2026 to 23 July 2086.
Total number of issued sharesAs this is a disposal of treasury shares, no increase in the number of shares outstanding is stated.
Basis for determining the amount to be paidThe amount was set at ¥2,342, after rounding up the closing price of ¥2,341.5 on the Prime Market of the Tokyo Stock Exchange on 24 June 2026 to the nearest ¥1. The discount rate and premium rate are Not disclosed.
Transfer restriction period60 years (24 July 2026 to 23 July 2086)
Conditions for lifting transfer restrictionsFor the eligible directors and other individuals, the transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period, provided that they have continuously held a designated position at the Company or one of its subsidiaries throughout the transfer restriction period. In the event of resignation or retirement for a legitimate reason, the restrictions on a specified percentage of the shares will be lifted immediately after the resignation or retirement. For eligible employees, the condition is that they continuously hold a designated position from the disposal date until immediately before the conclusion of the first annual general meeting of shareholders held thereafter.
Reason for acquisition without considerationIf an individual engages in an act that violates laws or regulations during the transfer restriction period, or otherwise falls under certain circumstances specified in the share allocation agreement, the Company will acquire all of the shares held by that individual without consideration. The Company will also acquire without consideration all shares for which the transfer restrictions have not been lifted at the expiration of the transfer restriction period or at the time the restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 14,986 shares, Category Senior employees of the Company / Number of Employees 4 / Number of allocated shares 1,876 shares, Category Directors of the Company's subsidiaries / Number of Employees 13 / Number of allocated shares 25,806 shares, Category Senior employees of the Company's subsidiaries / Number of Employees 40 people / Number of allocated shares 18,604 shares
Total Stock-Based CompensationTotal monetary claims: ¥143,499,024
Procedures under the Corporate Code of ConductThe matter was submitted to the Nominating and Compensation Advisory Committee for review.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution 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 directors and senior employees of the Company and its subsidiaries with an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The measure is also intended to further increase the motivation of the eligible individuals.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Kotobuki Spirits Co.,Ltd. (2222) timely disclosure | Komori