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Share Issuance and Disposal2292S Foods Inc.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors and Employees

The Company resolved to dispose of 22,750 treasury shares as restricted stock compensation to 5 directors and 231 employees. The transfer restrictions will apply for 30 years to the directors and until the employees cease to hold permanent employee status.

Worth reading
48Recurring
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Direction
Neutral
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Scale
22750
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much22,750Shares

22,750 treasury shares

5 directors (excluding outside directors)4,999 shares
231 employees17,751 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.

¥2,819 per share
Total issue value

¥64,132,250

Total Stock-Based Compensation
Total monetary compensation claims and monetary claims: ¥64,132,250
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
Eligible directors: 30 years, from 19 June 2026 through 18 June 2056. Eligible employees: from 19 June 2026 until the date on which they cease to hold permanent employee status with the Company.
Conditions for lifting transfer restrictions
Eligible directors: they must continuously hold the position of director from 19 June 2026 until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending February 2027. Eligible employees: they must continuously hold permanent employee status with the Company from 19 June 2026 through 18 June 2027. In the event of retirement or loss of status due to death or another valid reason, the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,999 shares, Category Employees / Number of Employees 231 / Number of allocated shares 17,751 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
19 June 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 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial performance from this disposal of treasury shares has been stated at this time.
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 of22,750 treasury shares
Issue price and disposal price¥2,819 per share
Total issue value¥64,132,250
Payment date19 June 2026
Intended allotteeCategory 5 directors (excluding outside directors) / Number of Shares 4,999 shares, Category 231 employees / Number of Shares 17,751 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 21 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,819. No discount or premium rate was stated.
Transfer restriction periodEligible directors: 30 years, from 19 June 2026 through 18 June 2056. Eligible employees: from 19 June 2026 until the date on which they cease to hold permanent employee status with the Company.
Conditions for lifting transfer restrictionsEligible directors: they must continuously hold the position of director from 19 June 2026 until the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending February 2027. Eligible employees: they must continuously hold permanent employee status with the Company from 19 June 2026 through 18 June 2027. In the event of retirement or loss of status due to death or another valid reason, the restrictions will be lifted in proportion to the number of months of service.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 4,999 shares, Category Employees / Number of Employees 231 / Number of allocated shares 17,751 shares
Total Stock-Based CompensationTotal monetary compensation claims and monetary claims: ¥64,132,250
Impact on Business PerformanceNo impact on financial performance from this disposal of treasury shares has been stated at this time.
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 provide an incentive for the sustainable enhancement of corporate value and shareholder value over the medium to long term and promote value sharing with shareholders. The Company also took into consideration the purpose of the system, the Company's performance, the scope of responsibilities of each recipient and other relevant factors.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock for Directors and Employees | S Foods Inc. (2292) timely disclosure | Komori