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Share Issuance and Disposal2590DyDo GROUP HOLDINGS,INC.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 8,400 treasury shares as restricted stock compensation for directors and executive officers. The recipients are a total of 27 directors and executive officers of the Company and its subsidiaries, and the total disposal amount is ¥22.26 million.

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8400
Shares
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,400Shares

8,400 shares of the Company's common stock (treasury shares)

3 directors of the Company (excluding outside directors and part-time directors)3,200 shares
1 executive officer of the Company who does not concurrently serve as a director200 shares
7 directors of the Company's subsidiaries (excluding outside directors and part-time directors)1,800 shares
16 executive officers of the Company's subsidiaries who do not concurrently serve as directors3,200 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.

¥2,650 per share
Total issue value

¥22,260,000

Amount of funds to be raised
Total payment amount: ¥22,260,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥22,260,000
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 14 May 2026 until immediately after the recipient ceases to hold any position as a director or as an executive officer who does not concurrently serve as a director of the Company or an eligible subsidiary
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds either a position as a director or as an executive officer who does not concurrently serve as a director of the Company or an eligible subsidiary throughout the service provision period, all transfer restrictions will be lifted upon expiration of the restricted transfer period. In the event of retirement from office or employment due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after retirement from office or employment.
Reason for acquisition without consideration
If, during the restricted transfer period, a recipient engages in a violation of laws or regulations or falls under any other specified event set forth in the relevant allocation agreement, all shares will be acquired without consideration. Shares for which the transfer restrictions have not been lifted at the expiration of the restricted transfer period or when the restrictions are otherwise lifted will also be acquired without consideration.
Stock Split Ratio2 shares for each 1 share; effective date: 21 January 2024
Categories and Number of Persons Covered
3 directors of the Company: 200 shares; 1 executive officer of the Company who does not concurrently serve as a director: 200 shares; 7 directors of the Company's subsidiaries: 1,800 shares; 16 executive officers of the Company's subsidiaries who do not concurrently serve as directors: 3,200 shares
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
14 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 14 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,650. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Committee for consultation. Obtaining an opinion from another independent third party and confirming shareholders' intentions: Not 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 of8,400 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,650 per share
Total issue value¥22,260,000
Amount of funds to be raisedTotal payment amount: ¥22,260,000; estimated net proceeds: Not disclosed
Payment date14 May 2026
Intended allotteeName 3 directors of the Company (excluding outside directors and part-time directors) / Number of Shares 3,200 shares, Name 1 executive officer of the Company who does not concurrently serve as a director / Number of Shares 200 shares, Name 7 directors of the Company's subsidiaries (excluding outside directors and part-time directors) / Number of Shares 1,800 shares, Name 16 executive officers of the Company's subsidiaries who do not concurrently serve as directors / Number of Shares 3,200 shares
Intended allottee's holding policyDuring the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 14 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,650. No discount or premium was stated.
Transfer restriction periodFrom 14 May 2026 until immediately after the recipient ceases to hold any position as a director or as an executive officer who does not concurrently serve as a director of the Company or an eligible subsidiary
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds either a position as a director or as an executive officer who does not concurrently serve as a director of the Company or an eligible subsidiary throughout the service provision period, all transfer restrictions will be lifted upon expiration of the restricted transfer period. In the event of retirement from office or employment due to expiration of the term of office, mandatory retirement or another legitimate reason, the transfer restrictions on the number of shares corresponding to the period of service will be lifted immediately after retirement from office or employment.
Reason for acquisition without considerationIf, during the restricted transfer period, a recipient engages in a violation of laws or regulations or falls under any other specified event set forth in the relevant allocation agreement, all shares will be acquired without consideration. Shares for which the transfer restrictions have not been lifted at the expiration of the restricted transfer period or when the restrictions are otherwise lifted will also be acquired without consideration.
Categories and Number of Persons Covered3 directors of the Company: 200 shares; 1 executive officer of the Company who does not concurrently serve as a director: 200 shares; 7 directors of the Company's subsidiaries: 1,800 shares; 16 executive officers of the Company's subsidiaries who do not concurrently serve as directors: 3,200 shares
Total Stock-Based CompensationTotal monetary receivables: ¥22,260,000
Stock Split Ratio2 shares for each 1 share; effective date: 21 January 2024
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation. Obtaining an opinion from another independent third party and confirming shareholders' intentions: Not disclosed.
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 underwriterOverallotmentMost 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 directors and executive officers of the Company and its subsidiaries with an incentive to achieve sustained enhancement of corporate value and promote value sharing with shareholders. The measure is also intended to further increase the motivation of each recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | DyDo GROUP HOLDINGS,INC. (2590) timely disclosure | Komori