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Share Issuance and Disposal2792HONEYS HOLDINGS CO.,LTD.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Employees

The Company resolved to dispose of 2,400 treasury shares as restricted stock to 24 employees, in exchange for an in-kind contribution of monetary claims. The shares will be allotted on 11 September 2026 and, in principle, may not be transferred until 19 May 2028.

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Direction
Neutral
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Scale
2400
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,400Shares

2,400 common shares (treasury shares)

5 employees of the Company500 shares
19 employees of the Company's subsidiaries1,900 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.

¥1,408 per share
Total issue value

¥3,379,200

Total Stock-Based Compensation
Total monetary claims: ¥3,379,200
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 11 September 2026 to 19 May 2028
Conditions for lifting transfer restrictions
Provided that the eligible employee continuously remains an employee, including an executive officer, of the Company or one of its subsidiaries throughout the restriction period, all transfer restrictions on the allotted shares will be lifted on the expiration date of the restriction period. In certain cases, including retirement or death, the number of shares released from the restrictions will be calculated by multiplying the number of allotted shares by the number of months from October 2026 through the month that includes the date on which the employee loses their status, divided by 20.
Reason for acquisition without consideration
At the expiration of the restriction period, or immediately after an eligible employee loses their status as an employee of the Company or one of its subsidiaries during the restriction period, the Company will automatically acquire without consideration any allotted shares whose transfer restrictions have not been lifted.
Offering structure
Underwriter / lead underwriter
Not applicable (Daiwa Securities Co. Ltd. is the administrator of the dedicated account)
Categories and Number of Persons Covered
5 employees of the Company: 500 shares; 19 employees of the Company's subsidiaries: 1,900 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. On the expiration date of the restriction period, all transfer restrictions will be lifted if the prescribed conditions are satisfied.
Payment date
11 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,408. No discount or premium was applied.
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 of2,400 common shares (treasury shares)
Issue price and disposal price¥1,408 per share
Total issue value¥3,379,200
Payment date11 September 2026
Intended allotteeName 5 employees of the Company / Number of Shares 500 shares, Name 19 employees of the Company's subsidiaries / Number of Shares 1,900 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. On the expiration date of the restriction period, all transfer restrictions will be lifted if the prescribed conditions are satisfied.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,408. No discount or premium was applied.
Transfer restriction periodFrom 11 September 2026 to 19 May 2028
Conditions for lifting transfer restrictionsProvided that the eligible employee continuously remains an employee, including an executive officer, of the Company or one of its subsidiaries throughout the restriction period, all transfer restrictions on the allotted shares will be lifted on the expiration date of the restriction period. In certain cases, including retirement or death, the number of shares released from the restrictions will be calculated by multiplying the number of allotted shares by the number of months from October 2026 through the month that includes the date on which the employee loses their status, divided by 20.
Reason for acquisition without considerationAt the expiration of the restriction period, or immediately after an eligible employee loses their status as an employee of the Company or one of its subsidiaries during the restriction period, the Company will automatically acquire without consideration any allotted shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered5 employees of the Company: 500 shares; 19 employees of the Company's subsidiaries: 1,900 shares
Total Stock-Based CompensationTotal monetary claims: ¥3,379,200
Underwriter / lead underwriterNot applicable (Daiwa Securities Co. Ltd. is the administrator of the dedicated account)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 an incentive for the sustained enhancement of the corporate value of the Company Group and to further promote the sharing of value with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Employees | HONEYS HOLDINGS CO.,LTD. (2792) timely disclosure | Komori