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Share Issuance and Disposal2593ITO EN,LTD.Food

Notice Concerning the Disposition of Treasury Shares for the Grant of Restricted Shares to Employees

The Company resolved to dispose of 56,316 Class 1 preferred treasury shares as restricted stock in exchange for in-kind contributions of monetary compensation receivables from 234 employees. The shares may not be transferred until immediately after retirement, and will be acquired without consideration in certain circumstances.

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56316
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

56,316 Class 1 preferred shares of the Company (treasury shares)

221 employees of the Company52,466 shares
13 employees of the Company's wholly owned subsidiary3,850 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.

¥1,788 per share
Total issue value

¥100,693,008

Amount of funds to be raised
Amount to be paid in through the in-kind contribution of all of these monetary compensation receivables: ¥100,693,008. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥100,693,008
発行済株式総数

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

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 30 October 2026 until immediately after the holder retires from all positions as an employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period, provided that the holder continuously held a position as an employee of the Company or any of its subsidiaries throughout the applicable service period, from the first day of the fiscal year containing the disposal date through the end of that fiscal year. If the holder retires upon reaching the mandatory retirement age or for another legitimate reason, part or all of the restrictions will be released in proportion to the number of months of service.
Reason for acquisition without consideration
If, during the restricted transfer period, the holder engages in conduct violating laws or regulations or falls under any other event specified in the applicable allocation agreement, all shares held will be acquired without consideration. Shares for which the transfer restrictions have not been released upon expiration of the restricted transfer period or at the time of release will also be acquired without consideration. In the event of a corporate reorganization or other similar event, shares for which the restrictions have not been released will likewise be acquired without consideration.
Categories and Number of Persons Covered
Employees of the Company: 221 employees, 52,466 shares; employees of the Company's wholly owned subsidiary: 13 employees, 3,850 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any way. The shares will be managed in a designated account.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of the Company's Class 1 preferred shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, ¥1,788. No discount or premium.
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 of56,316 Class 1 preferred shares of the Company (treasury shares)
Issue price and disposal price¥1,788 per share
Total issue value¥100,693,008
Amount of funds to be raisedAmount to be paid in through the in-kind contribution of all of these monetary compensation receivables: ¥100,693,008. Estimated net proceeds: Not disclosed
Payment date30 October 2026
Intended allotteeName 221 employees of the Company / Number of Shares 52,466 shares, Name 13 employees of the Company's wholly owned subsidiary / Number of Shares 3,850 shares
Intended allottee's holding policyDuring the restricted transfer period, the shares may not be transferred to third parties, pledged or otherwise disposed of in any way. The shares will be managed in a designated account.
Dilution RateNot applicable (disposal of treasury shares only)
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 Class 1 preferred shares on the Tokyo Stock Exchange Prime Market on 23 July 2026, ¥1,788. No discount or premium.
Transfer restriction periodFrom 30 October 2026 until immediately after the holder retires from all positions as an employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiration of the restricted transfer period, provided that the holder continuously held a position as an employee of the Company or any of its subsidiaries throughout the applicable service period, from the first day of the fiscal year containing the disposal date through the end of that fiscal year. If the holder retires upon reaching the mandatory retirement age or for another legitimate reason, part or all of the restrictions will be released in proportion to the number of months of service.
Reason for acquisition without considerationIf, during the restricted transfer period, the holder engages in conduct violating laws or regulations or falls under any other event specified in the applicable allocation agreement, all shares held will be acquired without consideration. Shares for which the transfer restrictions have not been released upon expiration of the restricted transfer period or at the time of release will also be acquired without consideration. In the event of a corporate reorganization or other similar event, shares for which the restrictions have not been released will likewise be acquired without consideration.
Categories and Number of Persons CoveredEmployees of the Company: 221 employees, 52,466 shares; employees of the Company's wholly owned subsidiary: 13 employees, 3,850 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥100,693,008
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 to achieve sustained increases in corporate value and promote value sharing with shareholders. The decision also took into account the Company's business conditions, the need to further increase motivation, the scope of the eligible employees' responsibilities and other relevant factors.

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Notice Concerning the Disposition of Treasury Shares for the Grant of Restricted Shares to Employees | ITO EN,LTD. (2593) timely disclosure | Komori