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Share Issuance and Disposal2884Yoshimura Food Holdings K.K.Food

Notice Concerning the Issuance of New Shares as Restricted Stock to Directors and Executive Officers

The Company has resolved to issue 12,499 restricted stock shares to 1 director and 1 executive officer, with monetary remuneration claims contributed in kind. Transfers and other dispositions of the shares will be restricted for a specified period, including while the recipients remain in office or employed.

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49Recurring
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Direction
Neutral
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Scale
12499
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock

Who receives how much12,499Shares

12,499 common shares of the Company (new shares)

1 director of the Company11,753 shares
1 executive officer of the Company746 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.

¥670 per share
Total issue value

¥8,374,330

Amount of funds to be raised
Total amount paid: ¥8,374,330; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥8,374,330. The total amount of monetary remuneration claims for restricted stock compensation for directors is limited to ¥100 million per year.
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 26 June 2026, the payment date, until the date on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries during the relevant service provision period, all transfer restrictions on the allocated shares will be lifted upon expiration of the transfer restriction period. If the recipient ceases to hold the relevant position due to death or for any other reason deemed valid by the Company's Board of Directors, all transfer restrictions will also be lifted upon expiration of the transfer restriction period.
Reason for acquisition without consideration
At the expiry of the transfer restriction period or another specified time provided for in the allotment agreement, the Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 1 / Number of allocated shares 11,753 shares, Category The Company's executive officers / Number of Employees 1 / Number of allocated shares 746 shares
Intended allottee's holding policy
From 26 June 2026 until the date on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥670. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 16th Annual General Meeting of Shareholders held on 30 May 2024, approval was obtained to limit the total amount of monetary remuneration claims granted for the issuance of restricted stock to ¥100 million per year, among other matters.
Impact on Business Performance
No impact of this issuance of new shares on the Company's performance is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock
Number of shares to be issued or disposed of12,499 common shares of the Company (new shares)
Issue price and disposal price¥670 per share
Total issue value¥8,374,330
Amount of funds to be raisedTotal amount paid: ¥8,374,330; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName 1 director of the Company / Number of Shares 11,753 shares, Name 1 executive officer of the Company / Number of Shares 746 shares
Intended allottee's holding policyFrom 26 June 2026 until the date on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries, the shares may not be transferred, pledged as collateral or otherwise disposed of.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥670. No discount or premium was applied.
Transfer restriction periodFrom 26 June 2026, the payment date, until the date on which the recipient ceases to hold any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds any position as a director, audit & supervisory board member, executive officer or employee of the Company or any of its subsidiaries during the relevant service provision period, all transfer restrictions on the allocated shares will be lifted upon expiration of the transfer restriction period. If the recipient ceases to hold the relevant position due to death or for any other reason deemed valid by the Company's Board of Directors, all transfer restrictions will also be lifted upon expiration of the transfer restriction period.
Reason for acquisition without considerationAt the expiry of the transfer restriction period or another specified time provided for in the allotment agreement, the Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 1 / Number of allocated shares 11,753 shares, Category The Company's executive officers / Number of Employees 1 / Number of allocated shares 746 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥8,374,330. The total amount of monetary remuneration claims for restricted stock compensation for directors is limited to ¥100 million per year.
Procedures under the Corporate Code of ConductAt the 16th Annual General Meeting of Shareholders held on 30 May 2024, approval was obtained to limit the total amount of monetary remuneration claims granted for the issuance of restricted stock to ¥100 million per year, among other matters.
Impact on Business PerformanceNo impact of this issuance of new shares on the Company's performance is stated.
Items this document does not state (12)
Estimated 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 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 an incentive to achieve sustained growth in the corporate value of the Company Group and to further promote value sharing with shareholders. The Company also considered its performance, the scope of responsibilities of each recipient and other relevant circumstances.

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Notice Concerning the Issuance of New Shares as Restricted Stock to Directors and Executive Officers | Yoshimura Food Holdings K.K. (2884) timely disclosure | Komori