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Share Issuance and Disposal2683UOGroup CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 5,000 treasury shares as restricted stock compensation to 5 directors, executive officers and subsidiary directors. The total disposal price is ¥5,005,000, and the shares will be subject to transfer restrictions conditional on continued service and other requirements.

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Scale
5000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much5,000Shares

5,000 common shares of the Company (treasury shares)

2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)3,500 shares
2 executive officers of the Company who do not concurrently serve as directors1,000 shares
1 director of a subsidiary of the Company500 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.

¥1,001 per share
Total issue value

¥5,005,000

Amount of funds to be raised
Total payment amount: ¥5,005,000 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary claims: ¥5,005,000. The annual compensation limit for eligible directors is ¥60 million or less.
発行済株式総数

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

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 9 July 2026 until immediately after the eligible recipient retires or resigns from the applicable position at the Company or a subsidiary of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the following positions during the service period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor or employee of the Company or a subsidiary of the Company. If the recipient retires or resigns upon expiration of the term of office, reaching retirement age or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If a recipient commits a violation of laws or regulations or otherwise falls under any of the circumstances stipulated in the allocation agreement during the restriction period, the Company will acquire all of the shares held by the recipient without compensation. The Company will also acquire without compensation any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 3,500 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 1,000 shares, Category Directors of subsidiaries of the Company / Number of Employees 1 / Number of allocated shares 500 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of, and will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
9 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 9 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,001. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The matter was submitted to the Compensation Committee for consultation. At the 41st Annual General Meeting of Shareholders held on 21 May 2026, approval was obtained for the payment of monetary claims of up to ¥60 million per year to eligible directors and for the issuance or disposal of up to 60,000 common shares per year.
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 of5,000 common shares of the Company (treasury shares)
Issue price and disposal price¥1,001 per share
Total issue value¥5,005,000
Amount of funds to be raisedTotal payment amount: ¥5,005,000 (estimated net proceeds: Not disclosed)
Payment date9 July 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 3,500 shares, Name 2 executive officers of the Company who do not concurrently serve as directors / Number of Shares 1,000 shares, Name 1 director of a subsidiary of the Company / Number of Shares 500 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of, and will be managed in a dedicated account at Nomura Securities Co., Ltd.
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 common shares on the Standard Market of the Tokyo Stock Exchange on 9 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,001. No discount or premium applies.
Transfer restriction periodFrom 9 July 2026 until immediately after the eligible recipient retires or resigns from the applicable position at the Company or a subsidiary of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the following positions during the service period: director, executive officer, executive officer who does not concurrently serve as a director, corporate auditor or employee of the Company or a subsidiary of the Company. If the recipient retires or resigns upon expiration of the term of office, reaching retirement age or for another legitimate reason, the transfer restrictions will be lifted immediately after retirement or resignation for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf a recipient commits a violation of laws or regulations or otherwise falls under any of the circumstances stipulated in the allocation agreement during the restriction period, the Company will acquire all of the shares held by the recipient without compensation. The Company will also acquire without compensation any shares for which the restrictions are not lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 3,500 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 2 / Number of allocated shares 1,000 shares, Category Directors of subsidiaries of the Company / Number of Employees 1 / Number of allocated shares 500 shares
Total Stock-Based CompensationTotal monetary claims: ¥5,005,000. The annual compensation limit for eligible directors is ¥60 million or less.
Procedures under the Corporate Code of ConductThe matter was submitted to the Compensation Committee for consultation. At the 41st Annual General Meeting of Shareholders held on 21 May 2026, approval was obtained for the payment of monetary claims of up to ¥60 million per year to eligible directors and for the issuance or disposal of up to 60,000 common shares per year.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 the eligible recipients with an incentive to achieve sustained growth in the Company's corporate value and to further promote the sharing of value with shareholders. The purpose is also to further enhance the motivation of each eligible recipient.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | UOGroup CO.,LTD. (2683) timely disclosure | Komori