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Share Issuance and Disposal2815ARIAKE JAPAN Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 3,014 treasury shares to 6 directors as restricted stock compensation. The shares may not be transferred until the recipient leaves office or retires, and the restrictions will be lifted subject to conditions including consolidated ordinary profit of at least ¥13,157 million.

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Direction
Neutral
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Scale
3014
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much3,014Shares

3,014 common shares (treasury shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors3,014 shares

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

¥4,970 per share
Total issue value

¥14,979,580

Amount of funds to be raised
Total payment amount: ¥14,979,580; estimated net proceeds: Not disclosed (no funds will be raised by the Company because the shares are contributed in kind)
Total Stock-Based Compensation
Total monetary claims: ¥14,979,580. The annual cap on total compensation for the eligible directors is ¥50 million.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

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 17 July 2026 until immediately after the recipient leaves office or retires from a designated position as an officer or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold the designated position during the service period, and consolidated ordinary profit for the 49th fiscal year (from 1 April 2026 to 31 March 2027) must reach at least ¥13,157 million. Individual release conditions based on the timing of leaving office or retiring are also stipulated.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares allotted herein for which the transfer restrictions have not been lifted as of the end of the transfer restriction period or when the recipient leaves office or retires.
Categories and Number of Persons Covered
6 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors); 3,014 shares allotted
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Payment date
17 July 2026
Basis for determining the amount to be paid
The closing price of ¥4,970 on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The restricted stock compensation plan was approved at the 47th Annual General Meeting of Shareholders held on 20 June 2025.
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 of3,014 common shares (treasury shares)
Issue price and disposal price¥4,970 per share
Total issue value¥14,979,580
Amount of funds to be raisedTotal payment amount: ¥14,979,580; estimated net proceeds: Not disclosed (no funds will be raised by the Company because the shares are contributed in kind)
Payment date17 July 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 3,014 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of in any way. The shares will be managed in a designated account.
Dilution RateNo dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of ¥4,970 on the Tokyo Stock Exchange Prime Market on 18 June 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium applies.
Transfer restriction periodFrom 17 July 2026 until immediately after the recipient leaves office or retires from a designated position as an officer or employee of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold the designated position during the service period, and consolidated ordinary profit for the 49th fiscal year (from 1 April 2026 to 31 March 2027) must reach at least ¥13,157 million. Individual release conditions based on the timing of leaving office or retiring are also stipulated.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares allotted herein for which the transfer restrictions have not been lifted as of the end of the transfer restriction period or when the recipient leaves office or retires.
Categories and Number of Persons Covered6 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors); 3,014 shares allotted
Total Stock-Based CompensationTotal monetary claims: ¥14,979,580. The annual cap on total compensation for the eligible directors is ¥50 million.
Procedures under the Corporate Code of ConductThe restricted stock compensation plan was approved at the 47th Annual General Meeting of Shareholders held on 20 June 2025.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 further motivate the eligible directors, provide them with an incentive to sustainably enhance corporate value, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ARIAKE JAPAN Co.,Ltd. (2815) timely disclosure | Komori