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Share Issuance and Disposal2678ASKUL CorporationRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of a total of 108,800 treasury shares as restricted stock compensation to its directors, executive officers, directors of subsidiaries, and certain employees. The awards are subject to continued employment or achievement of ESG targets, and the disposal date will be 1 September 2026 or 30 October 2026, depending on the recipient.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

A total of 108,800 shares of the Company's common stock (32,100 shares for eligible directors and other recipients, and 76,700 shares for eligible employees)

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 14,400 shares
The Company's executive officers9 / 15,600 shares
Directors of the company's subsidiaries1 / 2,100 shares
The Company's division general managers and employees at department manager level or above, including directors, audit and supervisory board members, and department managers at companies to which employees are seconded123 people / 76,700 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.

¥1,248 per share
Total issue value

¥135,782,400 in total (¥40,060,800 for eligible directors and other recipients, and ¥95,721,600 for eligible employees)

Total Stock-Based Compensation
¥135,782,400 in monetary compensation receivables (¥23,961,600 + ¥16,099,200 for eligible directors and other recipients, and ¥70,886,400 + ¥24,835,200 for eligible employees)
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
For eligible directors and other recipients: 1 September 2026 to 31 August 2029; for eligible employees: 30 October 2026 to 31 August 2029
Conditions for lifting transfer restrictions
Continued employment condition: During the restricted transfer period, the recipient must continuously hold one of the following positions at the Company, a consolidated subsidiary, or an affiliated company: director, audit and supervisory board member, executive officer, employee, or an equivalent position. ESG target condition: The specified number of annual targets must be achieved. The applicable metrics are reductions in the number of deliveries through an increase in the number of products per box, the aggregate target score for products with environmental scores, track record of AI utilization, a 25% ratio of women in management positions, and external agency evaluations relating to governance (for employees, the four metrics excluding governance).
Reason for acquisition without consideration
If the continued employment condition or ESG target condition is not satisfied, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. In cases including retirement or resignation for a valid reason or a corporate reorganization, the Company will also acquire the shares without consideration in accordance with the conditions stipulated in the agreement.
Categories and Number of Persons Covered
2 Company directors and 14,400 shares; 9 Company executive officers and 15,600 shares; 1 director of a Company subsidiary and 2,100 shares; 123 Company division general managers and employees at department manager level or above and 76,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Payment date
Eligible directors and other recipients: 1 September 2026; eligible employees: 30 October 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 5 August 2026, ¥1,248. 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 ofA total of 108,800 shares of the Company's common stock (32,100 shares for eligible directors and other recipients, and 76,700 shares for eligible employees)
Issue price and disposal price¥1,248 per share
Total issue value¥135,782,400 in total (¥40,060,800 for eligible directors and other recipients, and ¥95,721,600 for eligible employees)
Payment dateEligible directors and other recipients: 1 September 2026; eligible employees: 30 October 2026
Intended allotteeName The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 14,400 shares, Name The Company's executive officers / Number of Employees 9 / Number of Shares 15,600 shares, Name Directors of the company's subsidiaries / Number of Employees 1 / Number of Shares 2,100 shares, Name The Company's division general managers and employees at department manager level or above, including directors, audit and supervisory board members, and department managers at companies to which employees are seconded / Number of Employees 123 people / Number of Shares 76,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on 5 August 2026, ¥1,248. No discount or premium.
Transfer restriction periodFor eligible directors and other recipients: 1 September 2026 to 31 August 2029; for eligible employees: 30 October 2026 to 31 August 2029
Conditions for lifting transfer restrictionsContinued employment condition: During the restricted transfer period, the recipient must continuously hold one of the following positions at the Company, a consolidated subsidiary, or an affiliated company: director, audit and supervisory board member, executive officer, employee, or an equivalent position. ESG target condition: The specified number of annual targets must be achieved. The applicable metrics are reductions in the number of deliveries through an increase in the number of products per box, the aggregate target score for products with environmental scores, track record of AI utilization, a 25% ratio of women in management positions, and external agency evaluations relating to governance (for employees, the four metrics excluding governance).
Reason for acquisition without considerationIf the continued employment condition or ESG target condition is not satisfied, the Company will acquire without consideration any shares for which the transfer restrictions have not been lifted. In cases including retirement or resignation for a valid reason or a corporate reorganization, the Company will also acquire the shares without consideration in accordance with the conditions stipulated in the agreement.
Categories and Number of Persons Covered2 Company directors and 14,400 shares; 9 Company executive officers and 15,600 shares; 1 director of a Company subsidiary and 2,100 shares; 123 Company division general managers and employees at department manager level or above and 76,700 shares
Total Stock-Based Compensation¥135,782,400 in monetary compensation receivables (¥23,961,600 + ¥16,099,200 for eligible directors and other recipients, and ¥70,886,400 + ¥24,835,200 for eligible employees)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 for the sustainable enhancement of corporate value and promote value sharing with shareholders, as well as to enhance the effectiveness of efforts to address ESG issues.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ASKUL Corporation (2678) timely disclosure | Komori