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Share Issuance and Disposal2694Yakiniku Sakai Holdings Inc.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 283,000 treasury shares as restricted stock compensation to 9 directors and executive officers. The disposal price is ¥70 per share, for a total disposal value of ¥19.81 million.

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Neutral
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Scale
283000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much283,000Shares

283,000 common shares of the Company (treasury shares)

Directors of the Company (excluding outside directors)4 / 200,000 shares
Senior executive officers of the Company3 / 63,000 shares
The Company's executive officers2 / 20,000 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.

¥70 per share
Total issue value

¥19,810,000

Amount of funds to be raised
Total payment amount: ¥19,810,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥19,810,000 (including ¥14,000,000 for 4 eligible directors). Total annual remuneration and other compensation for directors is limited to ¥50 million.
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
24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictions
In principle, the restrictions will be lifted on the condition that the recipient remains in the position of an officer or employee of the Company or one of its subsidiaries through the prescribed period, and all shares held will be released from the restrictions upon resignation or retirement. However, if the recipient remains in such position until the restriction period expires, the restrictions will not be lifted. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in part based on the period of service.
Reason for acquisition without consideration
If it is determined that the restrictions will not be lifted, the Company will acquire all of the relevant shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
4 directors of the Company (excluding outside directors), 200,000 shares; 3 senior executive officers of the Company, 63,000 shares; 2 executive officers of the Company, 20,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 8 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥70. The discount rate and premium rate are Not disclosed.
Impact on Business Performance
The impact on financial results is Not disclosed
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 of283,000 common shares of the Company (treasury shares)
Issue price and disposal price¥70 per share
Total issue value¥19,810,000
Amount of funds to be raisedTotal payment amount: ¥19,810,000. Estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 4 / Number of Shares 200,000 shares, Category Senior executive officers of the Company / Number of Employees 3 / Number of Shares 63,000 shares, Category The Company's executive officers / Number of Employees 2 / Number of Shares 20,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 8 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥70. The discount rate and premium rate are Not disclosed.
Transfer restriction period24 July 2026 to 23 July 2056 (30 years)
Conditions for lifting transfer restrictionsIn principle, the restrictions will be lifted on the condition that the recipient remains in the position of an officer or employee of the Company or one of its subsidiaries through the prescribed period, and all shares held will be released from the restrictions upon resignation or retirement. However, if the recipient remains in such position until the restriction period expires, the restrictions will not be lifted. In the event of resignation or retirement for a valid reason, the restrictions will be lifted in part based on the period of service.
Reason for acquisition without considerationIf it is determined that the restrictions will not be lifted, the Company will acquire all of the relevant shares without consideration. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered4 directors of the Company (excluding outside directors), 200,000 shares; 3 senior executive officers of the Company, 63,000 shares; 2 executive officers of the Company, 20,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥19,810,000 (including ¥14,000,000 for 4 eligible directors). Total annual remuneration and other compensation for directors is limited to ¥50 million.
Impact on Business PerformanceThe impact on financial results is Not disclosed
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 RatioProcedures under the Corporate Code of ConductMost 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 share with shareholders the benefits and risks of share price fluctuations and to increase recipients’ motivation to contribute to higher share prices and enhanced corporate value. The Company considered the purpose of the scheme, the Company’s performance, and the scope of each recipient’s responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Yakiniku Sakai Holdings Inc. (2694) timely disclosure | Komori