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Share Issuance and Disposal2585LIFEDRINK COMPANY,INC.Food

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers

The Company resolved to dispose of a total of 37,852 treasury shares as restricted stock to 8 directors and 1 employee. The shares allocated to directors will be delivered for no consideration, while those allocated to the employee will be disposed of in exchange for a monetary claim contributed in kind.

Worth reading
46Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
37852
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Directors: 35,242 shares; employee: 2,610 shares; total: 37,852 shares

5 of the Company's directors who are not Audit & Supervisory Committee members32,633 shares
3 of the Company's directors who are Audit & Supervisory Committee members2,609 shares
1 employee of the Company2,610 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.

¥1,532 per share (employee portion)
Total issue value

Directors: ¥53,990,744; employee: ¥3,998,520; total: ¥57,989,264

Amount of funds to be raised
Total payment amount: ¥3,998,520; estimated net proceeds: Not disclosed (no monetary payment or property contribution is required for the directors' portion)
Total Stock-Based Compensation
For directors who are not Audit & Supervisory Committee members, up to ¥100 million per year, including up to ¥5 million per year for outside directors; for directors who are Audit & Supervisory Committee members, up to ¥10 million per year. The monetary claim for the employee portion is ¥3,998,520.
発行済株式総数

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 until the date on which the eligible directors cease to hold the position of director, or, if that date is before the date of submission of the semiannual report for fiscal 2026, until the date of that submission
Conditions for lifting transfer restrictions
The transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period, provided that the eligible director continuously holds the position of director from 24 July 2026, the service period, through the conclusion of the ordinary general meeting of shareholders in the following year. If an eligible director ceases to hold the position due to expiration of the term of office, death, or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without consideration
The Company will acquire for no consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period or at another applicable time. If an eligible director engages in certain misconduct prescribed by the Board of Directors, the Company will acquire all shares for no consideration.
Categories and Number of Persons Covered
5 directors who are not Audit & Supervisory Committee members: 32,633 shares; 3 directors who are Audit & Supervisory Committee members: 2,609 shares; 1 employee: 2,610 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. For the eligible directors, the transfer restrictions will apply from 24 July 2026 until the date on which they cease to hold the position of director of the Company, or, in certain cases, until the date of submission of the semiannual report for fiscal 2026.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥1,532 per share. The closing price on the business day preceding the date of the Board of Directors' resolution was used, with no discount or premium.
Procedures under the Corporate Code of Conduct
Approval to introduce the system was obtained at the 50th Annual General Meeting of Shareholders held on 28 June 2022, and the remuneration amount was revised at the 54th Annual General Meeting of Shareholders held on 25 June 2026.
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 ofDirectors: 35,242 shares; employee: 2,610 shares; total: 37,852 shares
Issue price and disposal price¥1,532 per share (employee portion)
Total issue valueDirectors: ¥53,990,744; employee: ¥3,998,520; total: ¥57,989,264
Amount of funds to be raisedTotal payment amount: ¥3,998,520; estimated net proceeds: Not disclosed (no monetary payment or property contribution is required for the directors' portion)
Payment date24 July 2026
Intended allotteeName 5 of the Company's directors who are not Audit & Supervisory Committee members / Number of Shares 32,633 shares, Name 3 of the Company's directors who are Audit & Supervisory Committee members / Number of Shares 2,609 shares, Name 1 employee of the Company / Number of Shares 2,610 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. For the eligible directors, the transfer restrictions will apply from 24 July 2026 until the date on which they cease to hold the position of director of the Company, or, in certain cases, until the date of submission of the semiannual report for fiscal 2026.
Dilution RateNot applicable (disposal of treasury shares only)
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥1,532 per share. The closing price on the business day preceding the date of the Board of Directors' resolution was used, with no discount or premium.
Transfer restriction periodFrom 24 July 2026 until the date on which the eligible directors cease to hold the position of director, or, if that date is before the date of submission of the semiannual report for fiscal 2026, until the date of that submission
Conditions for lifting transfer restrictionsThe transfer restrictions on all shares will be lifted upon expiration of the transfer restriction period, provided that the eligible director continuously holds the position of director from 24 July 2026, the service period, through the conclusion of the ordinary general meeting of shareholders in the following year. If an eligible director ceases to hold the position due to expiration of the term of office, death, or another reason deemed legitimate by the Board of Directors, the restrictions will be lifted in part in proportion to the number of months in office.
Reason for acquisition without considerationThe Company will acquire for no consideration any shares whose transfer restrictions have not been lifted upon expiration of the transfer restriction period or at another applicable time. If an eligible director engages in certain misconduct prescribed by the Board of Directors, the Company will acquire all shares for no consideration.
Categories and Number of Persons Covered5 directors who are not Audit & Supervisory Committee members: 32,633 shares; 3 directors who are Audit & Supervisory Committee members: 2,609 shares; 1 employee: 2,610 shares
Total Stock-Based CompensationFor directors who are not Audit & Supervisory Committee members, up to ¥100 million per year, including up to ¥5 million per year for outside directors; for directors who are Audit & Supervisory Committee members, up to ¥10 million per year. The monetary claim for the employee portion is ¥3,998,520.
Procedures under the Corporate Code of ConductApproval to introduce the system was obtained at the 50th Annual General Meeting of Shareholders held on 28 June 2022, and the remuneration amount was revised at the 54th Annual General Meeting of Shareholders held on 25 June 2026.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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.

To provide a medium- to long-term incentive for the sustained enhancement of corporate value and to promote further value sharing between the eligible recipients and shareholders. The Company also took into consideration the purpose of the system, the Company's performance, and the scope of responsibilities of each eligible recipient.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | LIFEDRINK COMPANY,INC. (2585) timely disclosure | Komori