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Share Issuance and Disposal2805S&B FOODS INC.Food

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

The Company resolved to dispose of 6,460 treasury shares without consideration to 6 directors as restricted shares. The shares may not be disposed of for a specified period, including during the directors' tenure, and the Company will acquire without consideration any shares for which the restrictions have not been lifted if the holder loses the designated position or in other cases.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,460Shares

6,460 shares of the Company's common stock (treasury shares)

6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members): 6,460 shares

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

¥5,200 per share (fair value; however, the shares will be delivered without consideration as director compensation)
Total issue value

¥33,592,000

Amount of funds to be raised
Total amount paid in: no monetary payment. Estimated net proceeds: no monetary payment
Total Stock-Based Compensation
Separate from the existing monetary compensation limit for directors, up to ¥100 million per year in total for the delivery of shares without consideration and in-kind contributions
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 21 July 2026 (the allotment date) until the date on which the holder loses the position of director of the Company or another position designated by the Company's Board of Directors
Conditions for lifting transfer restrictions
Subject to the condition that each director receiving the allotment remains in the relevant position throughout the restriction period, the transfer restrictions on all of the allotted shares will be lifted upon expiration of the restriction period. In the event of a corporate reorganization or other similar transaction, the transfer restrictions on all of the allotted shares may be lifted by resolution of the Board of Directors.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members): 6,460 shares
Intended allottee's holding policy
From 21 July 2026 until the date on which the holder loses the position of director of the Company or another position designated by the Company's Board of Directors, the shares may not be transferred, pledged or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,200. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 112th Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for this plan and the applicable limits, including an annual limit of 60,000 shares and ¥100 million per year
Impact on Business Performance
No statement was made regarding the impact of this disposal of treasury shares on financial performance
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 of6,460 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥5,200 per share (fair value; however, the shares will be delivered without consideration as director compensation)
Total issue value¥33,592,000
Amount of funds to be raisedTotal amount paid in: no monetary payment. Estimated net proceeds: no monetary payment
Intended allottee6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members): 6,460 shares
Intended allottee's holding policyFrom 21 July 2026 until the date on which the holder loses the position of director of the Company or another position designated by the Company's Board of Directors, the shares may not be transferred, pledged or otherwise disposed of. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 22 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥5,200. No discount or premium was stated.
Transfer restriction periodFrom 21 July 2026 (the allotment date) until the date on which the holder loses the position of director of the Company or another position designated by the Company's Board of Directors
Conditions for lifting transfer restrictionsSubject to the condition that each director receiving the allotment remains in the relevant position throughout the restriction period, the transfer restrictions on all of the allotted shares will be lifted upon expiration of the restriction period. In the event of a corporate reorganization or other similar transaction, the transfer restrictions on all of the allotted shares may be lifted by resolution of the Board of Directors.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other prescribed date specified in the agreement, the Company will automatically acquire without consideration any shares allotted under this plan for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered6 directors of the Company (excluding outside directors and directors who are Audit and Supervisory Committee members): 6,460 shares
Total Stock-Based CompensationSeparate from the existing monetary compensation limit for directors, up to ¥100 million per year in total for the delivery of shares without consideration and in-kind contributions
Procedures under the Corporate Code of ConductAt the 112th Annual General Meeting of Shareholders held on 27 June 2025, approval was obtained for this plan and the applicable limits, including an annual limit of 60,000 shares and ¥100 million per year
Impact on Business PerformanceNo statement was made regarding the impact of this disposal of treasury shares on financial performance
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsPayment dateDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 directors with an incentive to achieve sustained enhancement of corporate value and to further promote value sharing with shareholders. The Company also took into consideration its performance, the scope of responsibilities of each proposed allottee and other relevant circumstances.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors | S&B FOODS INC. (2805) timely disclosure | Komori