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Share Issuance and Disposal2894Ishii Food Co.,Ltd.Food

Notice Concerning the Disposal of Treasury Shares as Restricted Stock

The Company resolved to dispose of 30,000 restricted shares of treasury stock to 3 directors and 10 executive officers, with monetary compensation receivables contributed in kind. The transfer restrictions will generally remain in place until the recipients cease to hold any position as an officer or employee of the Company or its subsidiaries.

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Neutral
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Scale
30000
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

30,000 shares of the Company's common stock (20,000 shares for 3 directors and 10,000 shares for 10 executive officers)

3 directors (excluding outside directors)20,000 shares
10 executive officers10,000 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.

¥324 per share
Total issue value

¥9,720,000

Amount of funds to be raised
As total monetary compensation receivables of ¥9,720,000 will be contributed in kind, no cash proceeds will be raised through payment. Estimated net proceeds: Not applicable
Total Stock-Based Compensation
Total monetary compensation receivables of ¥9,720,000
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase.

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 27 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company or its subsidiaries
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or employee of the Company or its subsidiaries from 27 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed valid by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period or any other time specified in the agreement, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 20,000 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 10,000 shares
Intended allottee's holding policy
From 27 July 2026 until the date on which they cease to hold any position as a director, executive officer or employee of the Company or its subsidiaries, the recipients may not transfer the shares, create security interests over them or otherwise dispose of them. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Payment date
27 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 26 June 2026, ¥324. No discount or premium.
Procedures under the Corporate Code of Conduct
At the 85th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained to limit the number of shares to 80,000 per year and the total value of the shares to ¥30 million per year, among other matters.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is disclosed.
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 of30,000 shares of the Company's common stock (20,000 shares for 3 directors and 10,000 shares for 10 executive officers)
Issue price and disposal price¥324 per share
Total issue value¥9,720,000
Amount of funds to be raisedAs total monetary compensation receivables of ¥9,720,000 will be contributed in kind, no cash proceeds will be raised through payment. Estimated net proceeds: Not applicable
Payment date27 July 2026
Intended allotteeCategory 3 directors (excluding outside directors) / Number of Shares 20,000 shares, Category 10 executive officers / Number of Shares 10,000 shares
Intended allottee's holding policyFrom 27 July 2026 until the date on which they cease to hold any position as a director, executive officer or employee of the Company or its subsidiaries, the recipients may not transfer the shares, create security interests over them or otherwise dispose of them. The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 26 June 2026, ¥324. No discount or premium.
Transfer restriction periodFrom 27 July 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company or its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or employee of the Company or its subsidiaries from 27 July 2026 through the conclusion of the annual general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death, expiration of the term of office or another reason deemed valid by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period or any other time specified in the agreement, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 3 / Number of allocated shares 20,000 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 10,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥9,720,000
Procedures under the Corporate Code of ConductAt the 85th Annual General Meeting of Shareholders held on 29 June 2026, approval was obtained to limit the number of shares to 80,000 per year and the total value of the shares to ¥30 million per year, among other matters.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise 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 the eligible directors and executive officers with an incentive to promote the sustained enhancement of the Company's corporate value and to further align the value interests of the directors and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock | Ishii Food Co.,Ltd. (2894) timely disclosure | Komori