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Share Issuance and Disposal2593ITO EN,LTD.Food

Notice Regarding the Disposal of Treasury Shares for Restricted Stock Compensation

The Board of Directors resolved to dispose of 9,000 treasury shares as restricted stock compensation to 23 directors and executive officers. The shares may not be transferred for a specified period, until retirement or resignation, or until another specified event occurs.

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9000
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much9,000Shares

9,000 shares of the Company's common stock (treasury shares)

The Company's directors who also serve as executive officers (excluding directors who do not also serve as executive officers, directors serving as Audit and Supervisory Committee members, and outside directors)4 / 1,400 shares
The Company's executive officers who do not concurrently serve as directors19 / 7,600 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.

¥2,964 per share
Total issue value

¥26,676,000

Amount of funds to be raised
Total payment amount: ¥26,676,000; estimated net proceeds: Not disclosed (the recipients' monetary claims will be contributed in kind, so this does not constitute ordinary cash financing)
Total Stock-Based Compensation
Total monetary claims: ¥26,676,000. The annual compensation limit for eligible directors is ¥200 million or less.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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 21 August 2026 until immediately after the recipient retires or resigns from all positions as a director, an executive officer who does not also serve as a director, or a statutory auditor of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restricted period, provided that the recipient has continuously held one of the following positions during the service provision period: director, executive officer who does not also serve as a director, or statutory auditor of the Company or any of its subsidiaries. If the recipient retires or resigns upon expiration of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement or resignation.
Reason for acquisition without consideration
The Company will acquire the relevant shares without consideration if, during the restricted period, the recipient engages in an act that violates laws or regulations or otherwise falls under any specified event set out in the allocation agreement; if any shares remain subject to the transfer restrictions; or if the transfer restrictions are not lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
4 directors who also serve as executive officers: 1,400 shares; 19 executive officers who do not also serve as directors: 7,600 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner. If a recipient remains continuously in the relevant position or employed for the prescribed period, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,964. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Nomination and Compensation Committee for consultation. Whether an opinion was obtained from an independent third party or shareholder approval was sought: 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 of9,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,964 per share
Total issue value¥26,676,000
Amount of funds to be raisedTotal payment amount: ¥26,676,000; estimated net proceeds: Not disclosed (the recipients' monetary claims will be contributed in kind, so this does not constitute ordinary cash financing)
Payment date21 August 2026
Intended allotteeName The Company's directors who also serve as executive officers (excluding directors who do not also serve as executive officers, directors serving as Audit and Supervisory Committee members, and outside directors) / Number of Employees 4 / Number of Shares 1,400 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 19 / Number of Shares 7,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients are prohibited from transferring the shares to third parties, creating security interests over them, or otherwise disposing of them in any manner. If a recipient remains continuously in the relevant position or employed for the prescribed period, the transfer restrictions will be lifted upon expiration of the transfer restriction period.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Prime Market of the Tokyo Stock Exchange on 23 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,964. No discount or premium was applied.
Transfer restriction periodFrom 21 August 2026 until immediately after the recipient retires or resigns from all positions as a director, an executive officer who does not also serve as a director, or a statutory auditor of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the restricted period, provided that the recipient has continuously held one of the following positions during the service provision period: director, executive officer who does not also serve as a director, or statutory auditor of the Company or any of its subsidiaries. If the recipient retires or resigns upon expiration of the term of office or for another legitimate reason, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement or resignation.
Reason for acquisition without considerationThe Company will acquire the relevant shares without consideration if, during the restricted period, the recipient engages in an act that violates laws or regulations or otherwise falls under any specified event set out in the allocation agreement; if any shares remain subject to the transfer restrictions; or if the transfer restrictions are not lifted in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered4 directors who also serve as executive officers: 1,400 shares; 19 executive officers who do not also serve as directors: 7,600 shares
Total Stock-Based CompensationTotal monetary claims: ¥26,676,000. The annual compensation limit for eligible directors is ¥200 million or less.
Procedures under the Corporate Code of ConductThe matter was submitted to the Nomination and Compensation Committee for consultation. Whether an opinion was obtained from an independent third party or shareholder approval was sought: Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 an incentive for the sustainable enhancement of corporate value and promote value sharing with shareholders. The arrangement is also intended to further enhance the motivation of each eligible director and other recipient.

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Notice Regarding the Disposal of Treasury Shares for Restricted Stock Compensation | ITO EN,LTD. (2593) timely disclosure | Komori