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Share Issuance and Disposal2705OOTOYA Holdings Co.,Ltd.Retail

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 4,500 common shares to 2 directors and 3 executive officers as restricted stock compensation. The issue price is ¥8,280 per share, for a total of ¥37.26 million.

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4500
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Details of issuance or disposal

Issuance of new shares as restricted stock compensation

発行・処分する株式数4,500Shares

4,500 common shares (new shares)

Intended allottee
Name 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares Not disclosed, Name 3 executive officers who do not concurrently serve as directors of the Company / Number of Shares Not disclosed
¥8,280 per share
Total issue value

¥37,260,000

Amount of funds to be raised
Total amount paid in: ¥37,260,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥37,260,000. The annual compensation limit for eligible directors is ¥60 million or less.
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 12 August 2026 until the point at which the recipient resigns or retires from all positions as an officer or employee of the Company or any group company to which the Company belongs
Conditions for lifting transfer restrictions
The restrictions will be lifted if the recipient resigns or retires from all positions as an officer or employee upon expiration of the term of office, mandatory retirement, death, inability to perform duties or work due to illness, resignation or retirement for reasons not attributable to the recipient, or for any other reason deemed justified by the Company's Board of Directors. Conditions for lifting the restrictions in the event of a reorganization or similar transaction are also prescribed.
Reason for acquisition without consideration
If, during the restriction period, the recipient commits a violation of laws or regulations or falls under any other specified circumstance set forth in the restricted stock allotment agreement. If any shares remain subject to the restrictions when the recipient resigns or retires, or on the effective date of a reorganization or similar transaction, the Company will acquire those shares without consideration. However, in the case of resignation or retirement for a justified reason, certain shares will be excluded.
Categories and Number of Persons Covered
2 directors (excluding directors who are Audit & Supervisory Committee members and outside directors) and 3 executive officers who do not concurrently serve as directors, for a total of 5 recipients. The breakdown of the number of shares allotted by recipient category is Not disclosed.
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. They will be managed in a designated account.
Payment date
12 August 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 13 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥8,280. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The matter was referred to the Nomination and Compensation Advisory Committee.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of4,500 common shares (new shares)
Issue price and disposal price¥8,280 per share
Total issue value¥37,260,000
Amount of funds to be raisedTotal amount paid in: ¥37,260,000; estimated net proceeds: Not disclosed
Payment date12 August 2026
Intended allotteeName 2 of the Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares Not disclosed, Name 3 executive officers who do not concurrently serve as directors of the Company / Number of Shares Not disclosed
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, or otherwise disposed of in any manner. They will be managed in a designated account.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 13 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥8,280. No discount or premium rate was stated.
Transfer restriction periodFrom 12 August 2026 until the point at which the recipient resigns or retires from all positions as an officer or employee of the Company or any group company to which the Company belongs
Conditions for lifting transfer restrictionsThe restrictions will be lifted if the recipient resigns or retires from all positions as an officer or employee upon expiration of the term of office, mandatory retirement, death, inability to perform duties or work due to illness, resignation or retirement for reasons not attributable to the recipient, or for any other reason deemed justified by the Company's Board of Directors. Conditions for lifting the restrictions in the event of a reorganization or similar transaction are also prescribed.
Reason for acquisition without considerationIf, during the restriction period, the recipient commits a violation of laws or regulations or falls under any other specified circumstance set forth in the restricted stock allotment agreement. If any shares remain subject to the restrictions when the recipient resigns or retires, or on the effective date of a reorganization or similar transaction, the Company will acquire those shares without consideration. However, in the case of resignation or retirement for a justified reason, certain shares will be excluded.
Categories and Number of Persons Covered2 directors (excluding directors who are Audit & Supervisory Committee members and outside directors) and 3 executive officers who do not concurrently serve as directors, for a total of 5 recipients. The breakdown of the number of shares allotted by recipient category is Not disclosed.
Total Stock-Based CompensationTotal monetary claims: ¥37,260,000. The annual compensation limit for eligible directors is ¥60 million or less.
Procedures under the Corporate Code of ConductThe matter was referred to the Nomination and Compensation Advisory Committee.
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 secure outstanding management talent, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value with shareholders. The arrangement is also intended to further enhance the motivation of the eligible directors and other recipients.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | OOTOYA Holdings Co.,Ltd. (2705) timely disclosure | Komori