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Share Issuance and Disposal2762SANKO MARKETING FOODS CO.,LTD.Retail

Notice Regarding Completion of Payment for New Shares Issued Through a Third-Party Allotment, the Third Series Unsecured Convertible Bonds with Stock Acquisition Rights and the Eighth Series Stock Acquisition Rights

With respect to the third-party allotment resolved on 15 May 2026, payment has been completed for the new shares issued to Hirabayashi Takahiro (平林隆広) and for the convertible bonds with stock acquisition rights and stock acquisition rights issued to EVO FUND.

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Details of issuance or disposal

New shares through a third-party allotment (contribution in kind (debt-equity swap)), 3rd unsecured convertible bonds with stock acquisition rights through a third-party allotment (with a conversion price adjustment provision), 8th stock acquisition rights through a third-party allotment (with an exercise price adjustment provision)

発行・処分する株式数

New shares 792,000 shares / Potential shares (3rd unsecured convertible bonds with stock acquisition rights) 3,300,320 shares (based on the initial conversion price), up to 5,940,560 shares (based on the minimum conversion price) / Potential shares (8th stock acquisition rights) 10,000,000 shares

Intended allottee
Name Hirabayashi Takahiro (平林隆広) / Category Individual / Number of shares 792,000 shares, Name EVO FUND / Category Fund / Series 3 Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights 40 units / 8th Stock Acquisition Rights 100,000 rights
New shares: ¥101 per share, 3rd unsecured convertible bonds with stock acquisition rights: ¥300,000,000 in aggregate principal amount (¥100 per ¥100 of each bond); the stock acquisition rights will be issued for no consideration, 8th stock acquisition rights: ¥600,000 in aggregate (¥6 per right)
Total issue value

New shares: ¥79,992,000, Bonds: ¥300,000,000, 8th stock acquisition rights: ¥600,000

Amount of funds to be raised
New shares: ¥79,992,000 (in-kind contribution of a monetary claim held by Hirabayashi Takahiro (平林隆広)), These bonds with stock acquisition rights: ¥300,000,000, 8th stock acquisition rights: ¥999,846,000 (the aggregate issue price and aggregate exercise price, less issuance expenses; this amount may vary depending on the exercise price and other factors)
Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥101. The first adjustment will be made two trading days after the allotment date, followed by adjustments every 3 trading days. The adjustment floor is ¥51. The initial conversion price of the 3rd unsecured convertible bonds with stock acquisition rights is ¥90.9, with a conversion price floor of ¥50.5.
Exercise period
2 June 2026 to 2 June 2028 (8th stock acquisition rights)
Number of Stock Acquisition Rights
3rd unsecured convertible bonds with stock acquisition rights: 40 units. Remaining unexercised amount: not disclosed. 8th stock acquisition rights: 100,000 units. Remaining unexercised amount: not disclosed.
Payment date
1 June 2026 (the allotment date for the 8th stock acquisition rights is 1 June 2026)
Basis for determining the amount to be paid
The issue price of the new shares is ¥101 per share. The initial conversion price of the 3rd unsecured convertible bonds with stock acquisition rights is ¥90.9 per share and will subsequently be adjusted to 90% of the closing price on the immediately preceding trading day, subject to a floor of ¥50.5. The initial exercise price of the 8th stock acquisition rights is ¥101 per share and will subsequently be adjusted to 100% of the lowest closing price among the three consecutive trading days immediately preceding the adjustment date, subject to a floor of ¥51. The specific closing prices and average share prices used as the reference share prices are not disclosed.
Most recent equity financing
Issuance of new shares, convertible bonds with stock acquisition rights and stock acquisition rights through a third-party allotment resolved on 15 May 2026
Details of issuance or disposal
ItemDetails
Type of issuance or disposalNew shares through a third-party allotment (contribution in kind (debt-equity swap)), 3rd unsecured convertible bonds with stock acquisition rights through a third-party allotment (with a conversion price adjustment provision), 8th stock acquisition rights through a third-party allotment (with an exercise price adjustment provision)
Number of shares to be issued or disposed ofNew shares 792,000 shares / Potential shares (3rd unsecured convertible bonds with stock acquisition rights) 3,300,320 shares (based on the initial conversion price), up to 5,940,560 shares (based on the minimum conversion price) / Potential shares (8th stock acquisition rights) 10,000,000 shares
Issue price and disposal priceNew shares: ¥101 per share, 3rd unsecured convertible bonds with stock acquisition rights: ¥300,000,000 in aggregate principal amount (¥100 per ¥100 of each bond); the stock acquisition rights will be issued for no consideration, 8th stock acquisition rights: ¥600,000 in aggregate (¥6 per right)
Total issue valueNew shares: ¥79,992,000, Bonds: ¥300,000,000, 8th stock acquisition rights: ¥600,000
Amount of funds to be raisedNew shares: ¥79,992,000 (in-kind contribution of a monetary claim held by Hirabayashi Takahiro (平林隆広)), These bonds with stock acquisition rights: ¥300,000,000, 8th stock acquisition rights: ¥999,846,000 (the aggregate issue price and aggregate exercise price, less issuance expenses; this amount may vary depending on the exercise price and other factors)
Payment date1 June 2026 (the allotment date for the 8th stock acquisition rights is 1 June 2026)
Intended allotteeName Hirabayashi Takahiro (平林隆広) / Category Individual / Number of shares 792,000 shares, Name EVO FUND / Category Fund / Series 3 Unsecured Convertible Bond-Type Bonds with Stock Acquisition Rights 40 units / 8th Stock Acquisition Rights 100,000 rights
Basis for determining the amount to be paidThe issue price of the new shares is ¥101 per share. The initial conversion price of the 3rd unsecured convertible bonds with stock acquisition rights is ¥90.9 per share and will subsequently be adjusted to 90% of the closing price on the immediately preceding trading day, subject to a floor of ¥50.5. The initial exercise price of the 8th stock acquisition rights is ¥101 per share and will subsequently be adjusted to 100% of the lowest closing price among the three consecutive trading days immediately preceding the adjustment date, subject to a floor of ¥51. The specific closing prices and average share prices used as the reference share prices are not disclosed.
Exercise priceThe initial exercise price is ¥101. The first adjustment will be made two trading days after the allotment date, followed by adjustments every 3 trading days. The adjustment floor is ¥51. The initial conversion price of the 3rd unsecured convertible bonds with stock acquisition rights is ¥90.9, with a conversion price floor of ¥50.5.
Exercise period2 June 2026 to 2 June 2028 (8th stock acquisition rights)
Number of Stock Acquisition Rights3rd unsecured convertible bonds with stock acquisition rights: 40 units. Remaining unexercised amount: not disclosed. 8th stock acquisition rights: 100,000 units. Remaining unexercised amount: not disclosed.
Most recent equity financingIssuance of new shares, convertible bonds with stock acquisition rights and stock acquisition rights through a third-party allotment resolved on 15 May 2026
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 Company confirmed that payment was completed on 1 June 2026 for the issuance resolved at the Board of Directors meeting held on 15 May 2026.

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Notice Regarding Completion of Payment for New Shares Issued Through a Third-Party Allotment, the Third Series Unsecured Convertible Bonds with Stock Acquisition Rights and the Eighth Series Stock Acquisition Rights | SANKO MARKETING FOODS CO.,LTD. (2762) timely disclosure | Komori