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Share Issuance and Disposal2593ITO EN,LTD.Food

Notice Regarding the Disposal of Treasury Shares for Restricted Stock Compensation for Directors and Other Officers of the Company’s Subsidiary

The Company resolved to deliver 5,450 Class 1 preferred shares as compensation to 17 directors and executive officers of its subsidiaries through a disposal of treasury shares. The recipients will make an in-kind contribution of monetary claims totaling ¥9,744,600, and the shares will be subject to transfer restrictions, including continued service and office-holding requirements.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

5,450 Class 1 preferred shares of the Company (treasury shares)

Executive officers concurrently serving as directors of subsidiaries and directors who do not concurrently serve as executive officers of subsidiaries (excluding directors serving as Audit and Supervisory Committee members and outside directors)12 / 4,200 shares
Executive officers who do not concurrently serve as directors of the Company's subsidiaries5 / 1,250 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

¥9,744,600

Amount of funds to be raised
Total payment amount: ¥9,744,600; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims against the recipients)
Total Stock-Based Compensation
Total monetary claims: ¥9,744,600
Specific use of funds
Not applicable (disposal of treasury shares funded by an in-kind contribution of monetary claims as compensation)
発行済株式総数

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

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 21 August 2026 until immediately after the recipient ceases to hold or leaves any position as a director, an executive officer who does not concurrently serve as a director, or a corporate 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 transfer restriction period, provided that the recipient has continuously held one of the positions of director, executive officer who does not concurrently serve as a director, or corporate auditor of the Company or any of its subsidiaries throughout the service period. If the recipient leaves office or retires upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately after the departure or retirement for the number of shares calculated by multiplying the shares held by the percentage corresponding to the number of months in office or service.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient commits a violation of laws or regulations or meets any other specified condition under the relevant allotment agreement, the Company will acquire all of the restricted shares held by that recipient without consideration. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration all shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Directors of the Company's subsidiaries who also serve as executive officers and directors who do not concurrently serve as executive officers (excluding directors serving as Audit & Supervisory Committee members and outside directors): 12 people, 4,200 shares; executive officers of the Company's subsidiaries who do not concurrently serve as directors: 5 people, 1,250 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 way. The restricted shares will be managed through dedicated accounts opened with Nomura Securities Co., Ltd.
Payment date
21 August 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 was ¥1,788. The amount was based on the closing price on the business day preceding the date of the Board of Directors' resolution; 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.
Impact on Business Performance
No impact on business performance stated
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 of5,450 Class 1 preferred shares of the Company (treasury shares)
Issue price and disposal price¥1,788 per share
Total issue value¥9,744,600
Amount of funds to be raisedTotal payment amount: ¥9,744,600; estimated net proceeds: Not disclosed (in-kind contribution of monetary claims against the recipients)
Specific use of fundsNot applicable (disposal of treasury shares funded by an in-kind contribution of monetary claims as compensation)
Payment date21 August 2026
Intended allotteeName Executive officers concurrently serving as directors of subsidiaries and directors who do not concurrently serve as executive officers of subsidiaries (excluding directors serving as Audit and Supervisory Committee members and outside directors) / Number of Employees 12 / Number of Shares 4,200 shares, Name Executive officers who do not concurrently serve as directors of the Company's subsidiaries / Number of Employees 5 / Number of Shares 1,250 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 way. The restricted shares will be managed through dedicated accounts opened with Nomura Securities Co., Ltd.
Dilution RateNot applicable (disposal of treasury shares only)
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 Class 1 preferred shares on the Tokyo Stock Exchange Prime Market on 23 July 2026 was ¥1,788. The amount was based on the closing price on the business day preceding the date of the Board of Directors' resolution; no discount or premium was stated.
Transfer restriction periodFrom 21 August 2026 until immediately after the recipient ceases to hold or leaves any position as a director, an executive officer who does not concurrently serve as a director, or a corporate auditor of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon expiration of the transfer restriction period, provided that the recipient has continuously held one of the positions of director, executive officer who does not concurrently serve as a director, or corporate auditor of the Company or any of its subsidiaries throughout the service period. If the recipient leaves office or retires upon expiration of the term or for another legitimate reason, the restrictions will be lifted immediately after the departure or retirement for the number of shares calculated by multiplying the shares held by the percentage corresponding to the number of months in office or service.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient commits a violation of laws or regulations or meets any other specified condition under the relevant allotment agreement, the Company will acquire all of the restricted shares held by that recipient without consideration. The Company will also acquire without consideration any shares whose transfer restrictions are not lifted. In the event of a corporate reorganization or similar transaction, the Company will acquire without consideration all shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredDirectors of the Company's subsidiaries who also serve as executive officers and directors who do not concurrently serve as executive officers (excluding directors serving as Audit & Supervisory Committee members and outside directors): 12 people, 4,200 shares; executive officers of the Company's subsidiaries who do not concurrently serve as directors: 5 people, 1,250 shares
Total Stock-Based CompensationTotal monetary claims: ¥9,744,600
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Committee for consultation.
Impact on Business PerformanceNo impact on business performance stated
Items this document does not state (9)
Estimated issuance expensesExercise 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 the eligible directors and other officers with incentives to achieve sustained growth in corporate value and to further promote the sharing of value with shareholders. In addition, taking into consideration the purpose of the plan, the Company's operating performance, the scope of the responsibilities of each eligible director and other officer, and other relevant circumstances, the Company aims to further enhance their motivation.

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Notice Regarding the Disposal of Treasury Shares for Restricted Stock Compensation for Directors and Other Officers of the Company’s Subsidiary | ITO EN,LTD. (2593) timely disclosure | Komori