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Share Issuance and Disposal250AShimadaya CorporationFood

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,128 treasury shares as restricted stock compensation for 5 directors and 3 executive officers. The recipients will be granted monetary compensation receivables totaling ¥16,508,640, with the full amount contributed in kind for the shares.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,128Shares

10,128 common shares (treasury shares)

5 directors, excluding outside directors and directors who are Audit and Supervisory Committee members8,021 shares
3 executive officers2,107 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.

¥1,630 per share
Total issue value

¥16,508,640

Total Stock-Based Compensation
Total monetary compensation receivables of ¥16,508,640 (the annual compensation limit for the eligible directors is ¥75 million)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 24 July 2026 (the allocation date) until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director or executive officer of the Company or any of its subsidiaries from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient’s months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the expiry of the transfer restriction period or at any other time prescribed in the agreement.
Categories and Number of Persons Covered
5 directors: 8,021 shares; 3 executive officers: 2,107 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which they cease to hold any position as a director or executive officer of the Company or any of its subsidiaries, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,630. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 71st ordinary general meeting of shareholders held on 24 June 2026, approval was obtained for monetary compensation receivables of up to ¥75 million per year and the issuance or disposal of up to 60,000 common shares per year.
Impact on Business Performance
No impact on financial results from this treasury share disposal has been disclosed.
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 of10,128 common shares (treasury shares)
Issue price and disposal price¥1,630 per share
Total issue value¥16,508,640
Intended allotteeCategory 5 directors, excluding outside directors and directors who are Audit and Supervisory Committee members / Number of Shares 8,021 shares, Category 3 executive officers / Number of Shares 2,107 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which they cease to hold any position as a director or executive officer of the Company or any of its subsidiaries, the recipients may not transfer, create security interests over or otherwise dispose of the shares.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥1,630. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 (the allocation date) until the date on which the recipient ceases to hold any position as a director or executive officer of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director or executive officer of the Company or any of its subsidiaries from 24 July 2026 until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or any other reason deemed legitimate by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient’s months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the expiry of the transfer restriction period or at any other time prescribed in the agreement.
Categories and Number of Persons Covered5 directors: 8,021 shares; 3 executive officers: 2,107 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥16,508,640 (the annual compensation limit for the eligible directors is ¥75 million)
Procedures under the Corporate Code of ConductAt the 71st ordinary general meeting of shareholders held on 24 June 2026, approval was obtained for monetary compensation receivables of up to ¥75 million per year and the issuance or disposal of up to 60,000 common shares per year.
Impact on Business PerformanceNo impact on financial results from this treasury share disposal has been disclosed.
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution RateExercise 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 provide an incentive to achieve sustained growth in corporate value and promote value sharing between directors and shareholders. The Company also considered its performance, the scope of each recipient’s responsibilities and other relevant circumstances.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Shimadaya Corporation (250A) timely disclosure | Komori