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Share Issuance and Disposal2730EDION CorporationRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 92,000 treasury shares to 30 directors and executive officers as restricted stock compensation. The total payment amount is ¥229.448 million; however, as the shares will be paid for through an in-kind contribution of monetary remuneration claims, this does not constitute ordinary financing.

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Scale
92000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much92,000Shares

92,000 treasury shares

6 Company directors, excluding outside directors and directors who are Audit & Supervisory Committee Members72,000 shares
10 Senior Executive Officers who do not concurrently serve as Company directors14,400 shares
14 Company executive officers5,600 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.

¥2,494 per share
Total issue value

¥229,448,000

Amount of funds to be raised
Total payment amount: ¥229,448,000; estimated net proceeds: Not disclosed, as payment will be made through an in-kind contribution of monetary remuneration claims
Total Stock-Based Compensation
Total monetary remuneration claims: ¥229,448,000
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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
21 August 2026 to 21 August 2056 (30 years)
Conditions for lifting transfer restrictions
The eligible directors and Senior Executive Officers who do not concurrently serve as directors must continuously hold, throughout the transfer restriction period, one of the following positions at the Company or one of its subsidiaries: director or executive officer who does not concurrently serve as a director. The eligible executive officers must continuously hold, throughout the transfer restriction period, one of the following positions at the Company or one of its subsidiaries: director, executive officer who does not concurrently serve as a director, or employee. Conditions for lifting the transfer restrictions upon retirement or resignation for legitimate reasons, such as expiry of a term of office or reaching retirement age, and upon death, are also provided.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the shares allotted under this arrangement for which the transfer restrictions have not been lifted when the transfer restriction period expires or at the prescribed time for lifting the transfer restrictions. The Company will also acquire without consideration any shares for which the restrictions have not been lifted in connection with a corporate reorganization.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 72,000 shares, Category Senior Executive Officers who do not concurrently serve as Company directors / Number of Employees 10 / Number of allocated shares 14,400 shares, Category Executive officers of the Company / Number of Employees 14 / Number of allocated shares 5,600 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The purpose is to promote long-term, stable share ownership.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 21 July 2026, ¥2,494. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment to eligible directors of monetary remuneration claims of up to ¥300 million per year and for a 30-year transfer restriction period.
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 of92,000 treasury shares
Issue price and disposal price¥2,494 per share
Total issue value¥229,448,000
Amount of funds to be raisedTotal payment amount: ¥229,448,000; estimated net proceeds: Not disclosed, as payment will be made through an in-kind contribution of monetary remuneration claims
Payment date21 August 2026
Intended allotteeCategory 6 Company directors, excluding outside directors and directors who are Audit & Supervisory Committee Members / Number of Shares 72,000 shares, Category 10 Senior Executive Officers who do not concurrently serve as Company directors / Number of Shares 14,400 shares, Category 14 Company executive officers / Number of Shares 5,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The purpose is to promote long-term, stable share ownership.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 21 July 2026, ¥2,494. No discount or premium rate is stated.
Transfer restriction period21 August 2026 to 21 August 2056 (30 years)
Conditions for lifting transfer restrictionsThe eligible directors and Senior Executive Officers who do not concurrently serve as directors must continuously hold, throughout the transfer restriction period, one of the following positions at the Company or one of its subsidiaries: director or executive officer who does not concurrently serve as a director. The eligible executive officers must continuously hold, throughout the transfer restriction period, one of the following positions at the Company or one of its subsidiaries: director, executive officer who does not concurrently serve as a director, or employee. Conditions for lifting the transfer restrictions upon retirement or resignation for legitimate reasons, such as expiry of a term of office or reaching retirement age, and upon death, are also provided.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the shares allotted under this arrangement for which the transfer restrictions have not been lifted when the transfer restriction period expires or at the prescribed time for lifting the transfer restrictions. The Company will also acquire without consideration any shares for which the restrictions have not been lifted in connection with a corporate reorganization.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding outside directors and directors who are Audit & Supervisory Committee members) / Number of Employees 6 / Number of allocated shares 72,000 shares, Category Senior Executive Officers who do not concurrently serve as Company directors / Number of Employees 10 / Number of allocated shares 14,400 shares, Category Executive officers of the Company / Number of Employees 14 / Number of allocated shares 5,600 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥229,448,000
Procedures under the Corporate Code of ConductAt the 23rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the payment to eligible directors of monetary remuneration claims of up to ¥300 million per year and for a 30-year transfer restriction period.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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.

The purpose is to provide directors with medium- to long-term incentives, promote long-term, stable share ownership, share value with shareholders, and further enhance the motivation of the eligible directors and other recipients.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | EDION Corporation (2730) timely disclosure | Komori