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Share Issuance and Disposal2659SAN-A CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 10,400 treasury shares to 5 directors as restricted stock compensation. The shares will be subject to transfer restrictions for 30 years from 26 June 2026.

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Direction
Neutral
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Scale
10400
Shares
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much10,400Shares

10,400 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 10,400 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,135 per share
Total issue value

¥32,604,000

Amount of funds to be raised
Total payment amount: ¥32,604,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥32,604,000 (the compensation limit under the scheme is no more than ¥100 million per year)
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
30 years (26 June 2026 to 25 June 2056)
Conditions for lifting transfer restrictions
Provided that the eligible director continuously holds the position of director of the Company throughout the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the eligible director leaves office upon expiration of the term of office or for another legitimate reason, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without consideration
If an eligible director commits an act violating laws or regulations during the transfer restriction period or otherwise falls under any of the specified circumstances set out in the allocation agreement. The Company will also acquire without consideration any shares for which the transfer restrictions are not released upon expiration of the transfer restriction period or upon the date on which the transfer restrictions are released.
Categories and Number of Persons Covered
5 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 10,400 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
26 June 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 25 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,135. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The proposal was submitted and explained to the Nomination and Compensation Committee, providing an opportunity to receive opinions and advice from the independent outside directors.
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 of10,400 treasury shares
Issue price and disposal price¥3,135 per share
Total issue value¥32,604,000
Amount of funds to be raisedTotal payment amount: ¥32,604,000; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 10,400 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.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 25 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,135. No discount or premium rate was stated.
Transfer restriction period30 years (26 June 2026 to 25 June 2056)
Conditions for lifting transfer restrictionsProvided that the eligible director continuously holds the position of director of the Company throughout the transfer restriction period, all of the allocated shares will be released from the transfer restrictions upon expiration of the transfer restriction period. If the eligible director leaves office upon expiration of the term of office or for another legitimate reason, the restrictions will be released in proportion to the number of months in office.
Reason for acquisition without considerationIf an eligible director commits an act violating laws or regulations during the transfer restriction period or otherwise falls under any of the specified circumstances set out in the allocation agreement. The Company will also acquire without consideration any shares for which the transfer restrictions are not released upon expiration of the transfer restriction period or upon the date on which the transfer restrictions are released.
Categories and Number of Persons Covered5 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 10,400 shares
Total Stock-Based CompensationTotal monetary receivables: ¥32,604,000 (the compensation limit under the scheme is no more than ¥100 million per year)
Procedures under the Corporate Code of ConductThe proposal was submitted and explained to the Nomination and Compensation Committee, providing an opportunity to receive opinions and advice from the independent outside directors.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 eligible directors with an incentive to achieve sustained growth in corporate value and to promote greater value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | SAN-A CO.,LTD. (2659) timely disclosure | Komori