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Share Issuance and Disposal2433HAKUHODO DY HOLDINGS INCORPORATEDInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 275,950 treasury shares as restricted stock compensation to a total of 45 directors and executive officers. The payment date is 7 August 2026.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much275,950Shares

275,950 shares of the Company's common stock (treasury shares)

5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors)47,383 shares
9 of the Company's executive officers46,647 shares
9 directors of the Company's subsidiaries67,760 shares
22 executive officers of the Company's subsidiaries114,160 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.

¥1,222 per share
Total issue value

¥337,210,900

Amount of funds to be raised
No funds will be raised. The shares will be issued in exchange for an in-kind contribution of monetary compensation receivables totaling ¥337,210,900.
Total Stock-Based Compensation
Monetary compensation receivables totaling ¥337,210,900. The annual compensation limit for directors is ¥200 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
30 years (7 August 2026 to 6 August 2056)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the Company or another position designated by the Company's Board of Directors during the restriction period, all restrictions will be lifted upon expiry of the period. If the recipient resigns due to a legitimate reason, such as expiry of the term of office, or due to death, the restrictions will be lifted for the number of shares corresponding to the period of service provided.
Reason for acquisition without consideration
If the recipient resigns without a legitimate reason before the restriction period expires, or if any shares remain subject to restrictions at the end of the period. Shares that remain subject to restrictions at the time of an organizational reorganization will also be subject to acquisition without consideration.
Categories and Number of Persons Covered
5 directors of the Company: 47,383 shares; 9 executive officers of the Company: 46,647 shares; 9 directors of the Company's subsidiaries: 67,760 shares; 22 executive officers of the Company's subsidiaries: 114,160 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be held and maintained in a designated account until the restrictions are lifted.
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 15 July 2026 was ¥1,222. This was the closing price on the immediately preceding business day. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 26 June 2026, approval was obtained for the aggregate amount of monetary compensation receivables and the upper limit on the number of shares to be granted to directors.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of275,950 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,222 per share
Total issue value¥337,210,900
Amount of funds to be raisedNo funds will be raised. The shares will be issued in exchange for an in-kind contribution of monetary compensation receivables totaling ¥337,210,900.
Payment date7 August 2026
Intended allotteeName 5 directors of the company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 47,383 shares, Name 9 of the Company's executive officers / Number of Shares 46,647 shares, Name 9 directors of the Company's subsidiaries / Number of Shares 67,760 shares, Name 22 executive officers of the Company's subsidiaries / Number of Shares 114,160 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be held and maintained in a designated account until the restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 15 July 2026 was ¥1,222. This was the closing price on the immediately preceding business day. No discount or premium was applied.
Transfer restriction period30 years (7 August 2026 to 6 August 2056)
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the Company or another position designated by the Company's Board of Directors during the restriction period, all restrictions will be lifted upon expiry of the period. If the recipient resigns due to a legitimate reason, such as expiry of the term of office, or due to death, the restrictions will be lifted for the number of shares corresponding to the period of service provided.
Reason for acquisition without considerationIf the recipient resigns without a legitimate reason before the restriction period expires, or if any shares remain subject to restrictions at the end of the period. Shares that remain subject to restrictions at the time of an organizational reorganization will also be subject to acquisition without consideration.
Categories and Number of Persons Covered5 directors of the Company: 47,383 shares; 9 executive officers of the Company: 46,647 shares; 9 directors of the Company's subsidiaries: 67,760 shares; 22 executive officers of the Company's subsidiaries: 114,160 shares
Total Stock-Based CompensationMonetary compensation receivables totaling ¥337,210,900. The annual compensation limit for directors is ¥200 million.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 26 June 2026, approval was obtained for the aggregate amount of monetary compensation receivables and the upper limit on the number of shares to be granted to directors.
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (12)
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 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 deepen the sharing of value with shareholders and enhance the medium- to long-term corporate value of the Company and its group.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HAKUHODO DY HOLDINGS INCORPORATED (2433) timely disclosure | Komori