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Share Issuance and Disposal2810House Foods Group Inc.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 12,287 treasury shares as restricted stock compensation to 7 directors. This comprises 8,189 shares under the upfront grant plan and 4,098 shares under the performance-linked plan.

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12287
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Treasury shares 12,287 shares (comprising 8,189 upfront grant-type restricted stock compensation shares and 4,098 performance-linked restricted stock compensation shares)

7 directors of the Company (excluding directors who are Audit and Supervisory Committee members) (upfront grant-type restricted stock compensation)8,189 shares
7 directors of the Company (excluding directors who are Audit and Supervisory Committee members) (performance-linked restricted stock compensation)4,098 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.

¥3,873 per share
Total issue value

¥47,587,551

Total Stock-Based Compensation
Total monetary compensation receivables of ¥47,587,551 (¥31,715,997 under Plan I and ¥15,871,554 under Plan II). The annual compensation limits are ¥40 million or less under Plan I and ¥38 million or less under Plan II.
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 5 August 2026 (the payment date) until the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictions
Under Plan I, all restrictions will be lifted upon expiry of the restriction period, provided that the holder remains a director continuously from 5 August 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. Under Plan II, all restrictions will be lifted upon expiry of the restriction period. Special provisions apply if the holder ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, or in the event of a corporate reorganization.
Reason for acquisition without consideration
The Company will automatically acquire without consideration, immediately after the relevant date, any shares whose transfer restrictions have not been lifted as of the expiry of the restriction period or another time specified in the agreement.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 7 / Number of allocated shares 8,189 shares (upfront grant-type), Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 7 / Number of allocated shares 4,098 shares (performance-linked)
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 5 August 2026 until the date on which the holder ceases to be a director of the Company.
Payment date
5 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,873. No discount or premium was stated.
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 ofTreasury shares 12,287 shares (comprising 8,189 upfront grant-type restricted stock compensation shares and 4,098 performance-linked restricted stock compensation shares)
Issue price and disposal price¥3,873 per share
Total issue value¥47,587,551
Payment date5 August 2026
Intended allotteeName 7 directors of the Company (excluding directors who are Audit and Supervisory Committee members) (upfront grant-type restricted stock compensation) / Number of Shares 8,189 shares, Name 7 directors of the Company (excluding directors who are Audit and Supervisory Committee members) (performance-linked restricted stock compensation) / Number of Shares 4,098 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restriction period runs from 5 August 2026 until the date on which the holder ceases to be a director of the Company.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 16 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥3,873. No discount or premium was stated.
Transfer restriction periodFrom 5 August 2026 (the payment date) until the date on which the holder ceases to be a director of the Company
Conditions for lifting transfer restrictionsUnder Plan I, all restrictions will be lifted upon expiry of the restriction period, provided that the holder remains a director continuously from 5 August 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. Under Plan II, all restrictions will be lifted upon expiry of the restriction period. Special provisions apply if the holder ceases to hold the position due to death or another reason deemed legitimate by the Board of Directors, or in the event of a corporate reorganization.
Reason for acquisition without considerationThe Company will automatically acquire without consideration, immediately after the relevant date, any shares whose transfer restrictions have not been lifted as of the expiry of the restriction period or another time specified in the agreement.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 7 / Number of allocated shares 8,189 shares (upfront grant-type), Category The Company's directors (excluding directors who are Audit & Supervisory Committee Members) / Number of Employees 7 / Number of allocated shares 4,098 shares (performance-linked)
Total Stock-Based CompensationTotal monetary compensation receivables of ¥47,587,551 (¥31,715,997 under Plan I and ¥15,871,554 under Plan II). The annual compensation limits are ¥40 million or less under Plan I and ¥38 million or less under Plan II.
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 provide the eligible directors with incentives to achieve sustained growth in corporate value and promote the sharing of value between the directors and shareholders. The measure is also intended to motivate the directors to enhance corporate value over the medium to long term through a rise in the share price and to encourage them to achieve the medium-term plan.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | House Foods Group Inc. (2810) timely disclosure | Komori