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Share Issuance and Disposal2813Wakou Shokuhin Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

和弘食品 resolved to dispose of 1,394 treasury shares as restricted stock compensation to 4 directors, excluding outside directors. The shares will be delivered in exchange for the in-kind contribution of monetary compensation claims granted to the directors.

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43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1394
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much1,394Shares

1,394 shares of the Company’s common stock (treasury shares)

4 of the Company's directors, excluding outside directors1,394 shares

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

¥3,945 per share
Amount of funds to be raised

Total payment amount: ¥5,499,330 (estimated net proceeds: Not disclosed)

Total Stock-Based Compensation
Total monetary compensation claims: ¥5,499,330. The annual compensation framework is capped at ¥34 million.
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 23 July 2026 until immediately after the eligible director ceases to hold the position of director of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The eligible director must continuously hold the position of director of the Company or one of its subsidiaries throughout the service provision period, from the date on which duties commence until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the director ceases to hold office due to the expiration of the term of office or another legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If an eligible director engages in a violation of laws or regulations or falls under any other specified event set forth in the allocation agreement during the transfer restriction period, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration or removal of the transfer restriction period.
Categories and Number of Persons Covered
4 directors of the Company, excluding outside directors; 1,394 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,945. The Company determined that this did not constitute a particularly favorable price.
Procedures under the Corporate Code of Conduct
At the annual general meetings of shareholders held on 24 June 2021 and 27 June 2025, approval was obtained for the system and revisions to the total compensation amount and number of shares. The disposal was resolved by the Board of Directors following consultation with the Compensation Committee.
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 of1,394 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥3,945 per share
Amount of funds to be raisedTotal payment amount: ¥5,499,330 (estimated net proceeds: Not disclosed)
Payment date23 July 2026
Intended allotteeName 4 of the Company's directors, excluding outside directors / Number of Shares 1,394 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,945. The Company determined that this did not constitute a particularly favorable price.
Transfer restriction periodFrom 23 July 2026 until immediately after the eligible director ceases to hold the position of director of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe eligible director must continuously hold the position of director of the Company or one of its subsidiaries throughout the service provision period, from the date on which duties commence until immediately before the conclusion of the first annual general meeting of shareholders thereafter. If the director ceases to hold office due to the expiration of the term of office or another legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf an eligible director engages in a violation of laws or regulations or falls under any other specified event set forth in the allocation agreement during the transfer restriction period, the Company will acquire all of the shares without consideration. The Company will also acquire without consideration any shares for which the transfer restrictions are not lifted upon expiration or removal of the transfer restriction period.
Categories and Number of Persons Covered4 directors of the Company, excluding outside directors; 1,394 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥5,499,330. The annual compensation framework is capped at ¥34 million.
Procedures under the Corporate Code of ConductAt the annual general meetings of shareholders held on 24 June 2021 and 27 June 2025, approval was obtained for the system and revisions to the total compensation amount and number of shares. The disposal was resolved by the Board of Directors following consultation with the Compensation Committee.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The measure is also intended to further increase the motivation of each eligible director.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Wakou Shokuhin Co.,Ltd. (2813) timely disclosure | Komori