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Share Issuance and Disposal2597UNICAFE INC.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 6,000 treasury shares as restricted stock compensation for 3 directors and 1 executive officer. The shares will generally be non-transferable for 30 years.

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Direction
Neutral
Direction inferred from the company’s description.
Scale
6000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,000Shares

6,000 common shares of the Company (treasury shares)

3 directors (excluding outside directors)5,200 shares
1 executive officer who does not concurrently serve as a director800 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.

¥1,069 per share
Total issue value

¥6,414,000

Amount of funds to be raised
Total payment amount: ¥6,414,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥6,414,000
Specific use of funds
Not applicable (in-kind contribution of monetary compensation receivables from the eligible officers)
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)

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 17 April 2026 to 16 April 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the eligible individual continuously holds the position of director of the Company, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee or an equivalent position during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In cases such as retirement or resignation upon expiration of the term of office, mandatory retirement or for other legitimate reasons, the restrictions will be lifted in part in accordance with the period of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,200 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 800 shares
Intended allottee's holding policy
The transfer restriction period will be set at 30 years in order to realize shared shareholder value over the medium to long term.
Payment date
17 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,069. No discount or premium was 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 of6,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,069 per share
Total issue value¥6,414,000
Amount of funds to be raisedTotal payment amount: ¥6,414,000; estimated net proceeds: Not disclosed
Specific use of fundsNot applicable (in-kind contribution of monetary compensation receivables from the eligible officers)
Payment date17 April 2026
Intended allotteeCategory 3 directors (excluding outside directors) / Number of Shares 5,200 shares, Category 1 executive officer who does not concurrently serve as a director / Number of Shares 800 shares
Intended allottee's holding policyThe transfer restriction period will be set at 30 years in order to realize shared shareholder value over the medium to long term.
Dilution RateNot applicable (disposal of treasury shares)
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 common shares on the Tokyo Stock Exchange Standard Market on 24 March 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,069. No discount or premium was stated.
Transfer restriction periodFrom 17 April 2026 to 16 April 2056 (30 years)
Conditions for lifting transfer restrictionsProvided that the eligible individual continuously holds the position of director of the Company, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee or an equivalent position during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the transfer restriction period. In cases such as retirement or resignation upon expiration of the term of office, mandatory retirement or for other legitimate reasons, the restrictions will be lifted in part in accordance with the period of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted as of the expiration of the transfer restriction period or the date on which the transfer restrictions are lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 5,200 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 1 / Number of allocated shares 800 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥6,414,000
Items this document does not state (11)
Estimated issuance expensesExercise 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.

The purpose is to provide medium- to long-term incentives, share value with shareholders, and further enhance the motivation of each eligible officer.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UNICAFE INC. (2597) timely disclosure | Komori