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Share Issuance and Disposal2286Hayashikane Sangyo Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to contribute monetary compensation claims in kind as compensation for 5 directors and dispose of 25,500 treasury shares as restricted stock. The shares may not be transferred until the directors retire from their positions.

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42Recurring
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Direction
Neutral
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Scale
25500
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,500Shares

25,500 common shares of the Company (treasury shares)

The Company’s directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 25,500 shares

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

¥876 per share
Total issue value

¥22,338,000

Amount of funds to be raised
Total payment amount: ¥22,338,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥22,338,000 (annual limit under the plan: no more than ¥30 million)
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 the date the restricted stock is delivered until the date the holder retires as a director of the Company
Conditions for lifting transfer restrictions
The holder must continuously remain a director of the Company from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter. In the event of retirement for a valid reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the retirement date, divided by 12.
Reason for acquisition without consideration
If the holder retires before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period, unless the Board of Directors recognizes a valid reason for the retirement. Also, if any shares remain subject to transfer restrictions when the restriction period expires. The same applies if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
5 of the Company’s directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 25,500 shares
Intended allottee's holding policy
From the date the restricted stock is delivered until the date the holder retires as a director of the Company, the holder may not transfer the shares to a third party, create a pledge or security interest by way of transfer, make an inter vivos gift or testamentary gift, or otherwise dispose of the shares in any way.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 10 July 2026, ¥876. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 84th annual general meeting of shareholders held on 26 June 2023, approval was obtained for the introduction of the restricted stock compensation plan, the aggregate limit on monetary compensation claims, the limit on the number of restricted shares, the transfer restriction period and other matters.
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 of25,500 common shares of the Company (treasury shares)
Issue price and disposal price¥876 per share
Total issue value¥22,338,000
Amount of funds to be raisedTotal payment amount: ¥22,338,000; estimated net proceeds: Not disclosed
Payment date7 August 2026
Intended allotteeName The Company’s directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 25,500 shares
Intended allottee's holding policyFrom the date the restricted stock is delivered until the date the holder retires as a director of the Company, the holder may not transfer the shares to a third party, create a pledge or security interest by way of transfer, make an inter vivos gift or testamentary gift, or otherwise dispose of the shares in any way.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 10 July 2026, ¥876. No discount or premium was stated.
Transfer restriction periodFrom the date the restricted stock is delivered until the date the holder retires as a director of the Company
Conditions for lifting transfer restrictionsThe holder must continuously remain a director of the Company from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter. In the event of retirement for a valid reason, the transfer restrictions will be lifted for the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month that includes the retirement date, divided by 12.
Reason for acquisition without considerationIf the holder retires before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period, unless the Board of Directors recognizes a valid reason for the retirement. Also, if any shares remain subject to transfer restrictions when the restriction period expires. The same applies if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered5 of the Company’s directors (excluding directors who are Audit and Supervisory Committee members and outside directors), 25,500 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥22,338,000 (annual limit under the plan: no more than ¥30 million)
Procedures under the Corporate Code of ConductAt the 84th annual general meeting of shareholders held on 26 June 2023, approval was obtained for the introduction of the restricted stock compensation plan, the aggregate limit on monetary compensation claims, the limit on the number of restricted shares, the transfer restriction period and other matters.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

The amount was determined after comprehensively considering the directors’ contributions and other factors, as restricted stock compensation for the period from July 2026 through the annual general meeting of shareholders scheduled to be held in June 2027.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Hayashikane Sangyo Co.,Ltd. (2286) timely disclosure | Komori