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Share Issuance and Disposal2796Pharmarise Holdings CorporationRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 141,310 treasury shares as restricted stock compensation for 6 directors. The shares generally may not be transferred for 30 years, and the company will acquire them without consideration upon the occurrence of certain events, including certain reasons for leaving office.

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34Immaterial
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Direction
Neutral
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Scale
141310
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much141,310Shares

141,310 common shares of the company (treasury shares)

6 directors of the company (excluding outside directors): 141,310 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥505 per share
Total issue value

¥71,361,550

Total Stock-Based Compensation
Total monetary compensation receivables: ¥71,361,550
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
30 years (5 October 2026 to 4 October 2056)
Conditions for lifting transfer restrictions
Provided that the recipient remains a director continuously through the first annual general meeting of shareholders held after 5 October 2026, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions. In the event of expiry of the term of office, reaching the retirement age, leaving office for a valid reason or death, a portion of the restrictions will be released based on a prescribed calculation.
Reason for acquisition without consideration
If the recipient leaves office before the date of the first annual general meeting of shareholders, except where the Board of Directors recognizes a valid reason; if the restrictions have not been released at the end of the restriction period; if a violation of laws or regulations, competition with the company or another specified event occurs; or if the restrictions have not been released in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered
6 directors of the company (excluding outside directors): 141,310 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
5 October 2026
Basis for determining the amount to be paid
The closing price of the company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 16 September 2026, was ¥505. No discount or premium.
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 of141,310 common shares of the company (treasury shares)
Issue price and disposal price¥505 per share
Total issue value¥71,361,550
Payment date5 October 2026
Intended allottee6 directors of the company (excluding outside directors): 141,310 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Basis for determining the amount to be paidThe closing price of the company’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 16 September 2026, was ¥505. No discount or premium.
Transfer restriction period30 years (5 October 2026 to 4 October 2056)
Conditions for lifting transfer restrictionsProvided that the recipient remains a director continuously through the first annual general meeting of shareholders held after 5 October 2026, all of the allocated shares held at the end of the restriction period will be released from the transfer restrictions. In the event of expiry of the term of office, reaching the retirement age, leaving office for a valid reason or death, a portion of the restrictions will be released based on a prescribed calculation.
Reason for acquisition without considerationIf the recipient leaves office before the date of the first annual general meeting of shareholders, except where the Board of Directors recognizes a valid reason; if the restrictions have not been released at the end of the restriction period; if a violation of laws or regulations, competition with the company or another specified event occurs; or if the restrictions have not been released in connection with a corporate reorganization or similar transaction.
Categories and Number of Persons Covered6 directors of the company (excluding outside directors): 141,310 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥71,361,550
Items this document does not state (15)
Amount of funds to be raisedEstimated 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 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Pharmarise Holdings Corporation (2796) timely disclosure | Komori